ex10_1.htm


    
      
        

      

    

    Exhibit 10.1

     

    Execution
Copy

     

    _________________________________________________________________

    


    


    AMENDED
AND RESTATED PURCHASE AGREEMENT

    


    by and
among

    


    MEDIWARE
INFORMATION SYSTEMS, INC.

    


    ADVANTAGE
REIMBURSEMENT, LLC

    


    HEALTHCARE
AUTOMATION, INC.

    


    DAVID
A. BELHUMEUR

    


    and

    


    KENNETH
J. PEREIRA

    


    _________________________________________________________________

    


    Dated:
December 11, 2009

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

    


    
      	
              ARTICLE
      I

            	 	
              SALE
      AND PURCHASE OF SHARES

            	 	
              1

            
	 	 	 	 	 
	
              1.1.

            	 	
              Purchased
      Shares

            	 	
              1

            
	
              1.2.

            	 	
              Contracts
      Currently Performed by Advantage Reimbursement

            	 	
              2

            
	 	 	 	 	 
	
              ARTICLE
      II

            	 	
              PURCHASE
      PRICE; ALLOCATION

            	 	
              2

            
	 	 	 	 	 
	
              2.1.

            	 	
              Calculation
      of Purchase Price

            	 	
              2

            
	
              2.2.

            	 	
              Determination
      of Estimated Initial Purchase Price

            	 	
              2

            
	
              2.3.

            	 	
              Determination
      of Initial Purchase Price.

            	 	
              2

            
	
              2.4.

            	 	
              Incremental
      Revenue Payment.

            	 	
              4

            
	
              2.5.

            	 	
              Payments
      to Shareholders

            	 	
              7

            
	
              2.6.

            	 	
              Allocation
      of Purchase Price

            	 	
              8

            
	 	 	 	 	 
	
              ARTICLE
      III

            	 	
              CLOSING

            	 	
              8

            
	 	 	 	 	 
	
              3.1.

            	 	
              Closing
      Date

            	 	
              8

            
	
              3.2.

            	 	
              Payment
      of Estimated Initial Purchase Price; Delivery of Shares.

            	 	
              8

            
	
              3.3.

            	 	
              Buyer’s
      Additional Deliveries

            	 	
              8

            
	
              3.4.

            	 	
              Shareholders’
      Deliveries

            	 	
              9

            
	
              3.5.

            	 	
              Further
      Assurances

            	 	
              10

            
	 	 	 	 	 
	
              ARTICLE
      IV

            	 	
              REPRESENTATIONS
      AND WARRANTIES OF HAI AND THE SHAREHOLDERS

            	 	
              10

            
	 	 	 	 	 
	
              4.1.

            	 	
              Organization
      of HAI

            	 	
              10

            
	
              4.2.

            	 	
              Authorization,
      Execution and Enforceability

            	 	
              10

            
	
              4.3.

            	 	
              Absence
      of Restrictions and Conflicts

            	 	
              10

            
	
              4.4.

            	 	
              Capitalization

            	 	
              11

            
	
              4.5.

            	 	
              No
      Interest in Other Entities

            	 	
              11

            
	
              4.6.

            	 	
              Ownership
      of Assets and Related Matters.

            	 	
              11

            
	
              4.7.

            	 	
              Financial
      Statements; Undisclosed Liabilities

            	 	
              13

            
	
              4.8.

            	 	
              Operations
      Since Balance Sheet Date

            	 	
              13

            
	
              4.9.

            	 	
              Legal
      Proceedings

            	 	
              13

            
	
              4.10.

            	 	
              Licenses,
      Permits and Compliance with Law

            	 	
              13

            
	
              4.11.

            	 	
              Contracts

            	 	
              14

            
	
              4.12.

            	 	
              Tax
      Matters.

            	 	
              14

            
	
              4.13.

            	 	
              Employees

            	 	
              15

            
	
              4.14.

            	 	
              Employee
      Benefit Plans.

            	 	
              15

            
	
              4.15.

            	 	
              Labor
      Relations

            	 	
              18

            
	
              4.16.

            	 	
              Insurance

            	 	
              18

            
	
              4.17.

            	 	
              Intellectual
      Property.

            	 	
              18

            
	
              4.18.

            	 	
              Code
      Quality.

            	 	
              24

            
	
              4.19.

            	 	
              Transactions
      with Affiliates

            	 	
              25

            
	
              4.20.

            	 	
              Customer
      Relations

            	 	
              25

            
	
              4.21.

            	 	
              Nondisclosed
      Payments; Ethical Practices

            	 	
              25

            
	
              4.22.

            	 	
              Brokers,
      Finders and Investment Bankers

            	 	
              26

            
	
              4.23.

            	 	
              Bank
      Accounts; Powers of Attorney

            	 	
              26

            
	
              4.24.

            	 	
              Environment,
      Health and Safety

            	 	
              26

            
	
              4.25.

            	 	
              Claims
      Against Officers and Directors

            	 	
              27

            


    

    


    
      
        
           


        

        
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    TABLE OF
CONTENTS


     

    
      	
              4.26.

            	 	
              Disclosure

            	 	
              27

            
	 	 	 	 	 
	
              ARTICLE
      V

            	 	
              REPRESENTATIONS
      AND WARRANTIES OF BUYER

            	 	27
	 	 	 	 	 
	
              5.1.

            	 	
              Organization,
      Power and Good Standing

            	 	
              27

            
	
              5.2.

            	 	
              Authority

            	 	
              27

            
	
              5.3.

            	 	
              No
      Violation

            	 	
              28

            
	
              5.4.

            	 	
              Disclosure

            	 	
              28

            
	
              5.5.

            	 	
              Brokers,
      Finders and Investment Bankers

            	 	
              28

            
	 	 	 	 	 
	
              ARTICLE
      VI

            	 	
              ACTION
      PRIOR TO THE CLOSING DATE

            	 	
              28

            
	 	 	 	 	 
	
              6.1.

            	 	
              Access
      to Information

            	 	
              28

            
	
              6.2.

            	 	
              Preserve
      Accuracy of Representations and Warranties; Notification of Certain
      Matters.

            	 	
              29

            
	
              6.3.

            	 	
              Consents
      of Third Parties

            	 	
              29

            
	
              6.4.

            	 	
              Operations
      Prior to the Closing Date

            	 	
              29

            
	
              6.5.

            	 	
              Non-Solicitation

            	 	
              29

            
	 	 	 	 	 
	
              ARTICLE
      VII

            	 	
              CONDITIONS
      PRECEDENT TO OBLIGATIONS OF BUYER

            	 	
              30

            
	 	 	 	 	 
	
              7.1.

            	 	
              No
      Misrepresentation or Breach of Covenants and Warranties

            	 	
              30

            
	
              7.2.

            	 	
              No
      Changes or Destruction of Property

            	 	
              30

            
	
              7.3.

            	 	
              No
      Restraint or Litigation

            	 	
              30

            
	
              7.4.

            	 	
              Necessary
      Consents

            	 	
              30

            
	
              7.5.

            	 	
              Satisfactory
      Completion of Due Diligence

            	 	
              31

            
	
              7.6.

            	 	
              401(k)
      Plan

            	 	
              31

            
	
              7.7.

            	 	
              Automobile
      Leases; Tickets

            	 	
              31

            
	
              7.8.

            	 	
              Approval
      by Buyer’s Board of Directors

            	 	
              31

            
	
              7.9.

            	 	
              Closing
      Deliveries

            	 	
              31

            
	
              7.10.

            	 	
              Satisfaction
      of Advantage Reimbursement Purchase Agreement Conditions

            	 	
              31

            
	
              7.11.

            	 	
              Assignment
      of Advantage Reimbursement Performed Contracts

            	 	
              31

            
	 	 	 	 	 
	
              ARTICLE
      VIII

            	 	
              CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS

            	 	
              31

            
	 	 	 	 	 
	
              8.1.

            	 	
              No
      Misrepresentation or Breach of Covenants and Warranties

            	 	
              31

            
	
              8.2.

            	 	
              No
      Restraint or Litigation

            	 	
              32

            
	
              8.3.

            	 	
              Closing
      Deliveries

            	 	
              32

            
	
              8.4.

            	 	
              Satisfaction
      of Advantage Reimbursement Purchase Agreement Conditions

            	 	
              32

            
	 	 	 	 	 
	
              ARTICLE
      IX

            	 	
              CONFIDENTIAL
      INFORMATION; NON-COMPETITION

            	 	
              32

            
	 	 	 	 	 
	
              9.1.

            	 	
              Definitions

            	 	
              32

            
	
              9.2.

            	 	
              Trade
      Secrets and Confidential Information.

            	 	
              32

            
	
              9.3.

            	 	
              Noncompetition.

            	 	
              33

            
	
              9.4.

            	 	
              Severability

            	 	
              33

            
	
              9.5.

            	 	
              Injunctive
      Relief

            	 	
              34

            
	 	 	 	 	 
	
              ARTICLE
      X

            	 	
              ADDITIONAL
      COVENANTS AND AGREEMENTS

            	 	
              34

            
	 	 	 	 	 
	
              10.1.

            	 	
              Employee
      Matters

            	 	
              34

            


    

    


    
      
        
           


        

        
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    TABLE OF
CONTENTS


     

    
      	
              10.2.

            	 	
              Public
      Announcements

            	 	
              34

            
	
              10.3.

            	 	
              Tax
      Matters

            	 	
              34

            
	
              10.4.

            	 	
              Right
      of Offset

            	 	
              36

            
	
              10.5.

            	 	
              Nature
      and Survival of Representations

            	 	
              37

            
	 	 	 	 	 
	
              ARTICLE
      XI

            	 	
              TERMINATION

            	 	
              37

            
	 	 	 	 	 
	
              11.1.

            	 	
              Termination

            	 	
              37

            
	
              11.2.

            	 	
              Notice
      of Termination

            	 	
              37

            
	
              11.3.

            	 	
              Effect
      of Termination

            	 	
              37

            
	 	 	 	 	 
	
              ARTICLE
      XII

            	 	
              GENERAL
      PROVISIONS

            	 	
              37

            
	 	 	 	 	 
	
              12.1.

            	 	
              Waiver
      of Terms

            	 	
              38

            
	
              12.2.

            	 	
              Amendment
      of Agreement

            	 	
              38

            
	
              12.3.

            	 	
              Payment
      of Expenses

            	 	
              38

            
	
              12.4.

            	 	
              Contents
      of Agreement, Parties in Interest, Assignment

            	 	
              38

            
	
              12.5.

            	 	
              Notices

            	 	
              38

            
	
              12.6.

            	 	
              Severability

            	 	
              39

            
	
              12.7.

            	 	
              Schedules
      and Exhibits

            	 	
              39

            
	
              12.8.

            	 	
              Counterparts

            	 	
              40

            
	
              12.9.

            	 	
              Headings

            	 	
              40

            
	
              12.10.

            	 	
              Governing
      Law; Jurisdiction

            	 	
              40

            
	
              12.11.

            	 	
              Waiver
      of Jury Trial

            	 	
              40

            


    

    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    EXHIBITS

    


    
      	
              Exhibit

            	 	
              Title

            
	 
      	 	 
      
	
              A

            	 	
              Form
      of Assignment Separate from Certificate

            
	 
      	 	 
      
	
              B-1

            	 	
              Form
      of Kenneth J. Pereira Employment Agreement

            
	 
      	 	 
      
	
              B-2

            	 	
              Form
      of Jennifer Keiser Employment Agreement

            
	 
      	 	 
      
	
              C

            	 	
              Form
      of Indemnification Agreement

            
	 
      	 	 
      
	
              D

            	 	
              Form
      of Legal Opinion

            


    

    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    AMENDED AND RESTATED
PURCHASE AGREEMENT

    


    AMENDED
AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated
December 11, 2009, by and among Mediware Information Systems, Inc., a New York
corporation (“Buyer”); Advantage
Reimbursement, LLC, a Delaware limited liability company and a wholly owned
subsidiary of Buyer (“Advantage Reimbursement,
LLC”), Healthcare Automation, Inc., a Delaware corporation (“HAI”), Kenneth J.
Pereira (“Pereira”); and David
A. Belhumeur (“Belhumeur”).

    


    R E C I T A L
S

    


    A.           HAI
is engaged in the business of providing software and services related to the
home health care industry (the “Business”), operating
from its primary business location at 41 Sharpe Drive, Cranston, Rhode Island
02920;

    


    B.  
         Pereira and Belhumeur
(each, a “Shareholder” and
together, the “Shareholders”)
together own beneficially and of record all of the issued and outstanding shares
of HAI;

    


    C.      
     The
parties hereto have previously entered into that certain Asset Purchase
Agreement, dated November 24, 2009 (the “Asset
Purchase Agreement”),
pursuant to which Buyer agreed to purchase substantially all of the Business and
assets and assume certain liabilities of HAI, subject to certain closing
conditions;
and

    


    D.       
    In
lieu of the asset purchase contemplated by the Asset Purchase Agreement, the
parties hereto now desire that the Shareholders sell, transfer and assign to
Buyer, and Buyer purchase from the Shareholders, 200 shares of Common Stock,
$0.01 par value, of HAI, constituting all of the issued and outstanding shares
of capital stock of HAI, together with all rights incident thereto, including,
without limitation, the goodwill of HAI (the “Shares”);
and

    


    E.        
   The parties desire to amend and restate the terms of the Asset
Purchase Agreement to provide for, among other things, the purchase by Buyer
from the Shareholders of the Shares in lieu of the asset purchase contemplated
by the Asset Purchase Agreement, all on the terms and subject to the conditions
set forth herein.

    


    NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants,
warranties, representations and conditions contained in this Agreement, the
parties hereto agree to amend and restate the terms of the Asset Purchase
Agreement as follows:

    


    ARTICLE
I

     

    SALE AND PURCHASE OF
SHARES

    


    1.1.         Purchased
Shares.  Subject
to the terms and conditions of this Agreement, at the Closing and effective as
of the Closing Date (as defined below), the Shareholders agrees to sell to Buyer
and Buyer agrees to purchase and acquire from the Shareholders, free and clear
of all liens, claims and encumbrances, all of the Shareholders’ right, title and
interest in and to the Shares.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    1.2.         Contracts
Currently Performed by Advantage Reimbursement.  HAI is a party
to certain contracts now in effect that are currently being performed by
Advantage Reimbursement (as defined below) (“Advantage Reimbursement
Performed Contracts”).  As required under the Advantage
Reimbursement Purchase Agreement (as defined below), at the Closing and
immediately prior to the transfer of the Shares, HAI shall convey, assign,
transfer and deliver to Advantage Reimbursement, LLC, and Advantage
Reimbursement, LLC shall acquire from HAI, all of HAI’s right, title and
interest in and to the Advantage Reimbursement Performed Contracts.

    


    ARTICLE
II

     

    PURCHASE PRICE;
ALLOCATION

    


    2.1.         Calculation
of Purchase Price.  Subject to the terms and conditions
contained herein, Buyer agrees to pay, in accordance with the provisions of
Section 2.5,
and the Shareholders agree to accept, as the “Healthcare Automation
Purchase Price” for the Shares and for the covenants described in Article IX hereof, an
amount equal to:

    


    (a)           The
“Initial Purchase
Price” equal to:

    


    (i)        
   $3,500,000, plus (or minus)

    


    (ii)           the
amount (if any) by which the Closing Working Capital (as determined in
accordance with Section 2.3) is
greater than (or less than) $387,396, plus

    


    (b)           the
Healthcare Automation Incremental Revenue Payment (as defined in Section 2.4) of
up to $954,000, payable in accordance with Section 2.4.

    


    2.2.         Determination
of Estimated Initial Purchase Price.  Prior to the
Closing Date, HAI shall deliver to Buyer (i) an unaudited balance sheet of HAI
as of the Closing Date prepared consistently with the past practices of HAI,
presenting fairly the expected financial position and results of operations of
HAI as of the Closing Date and (ii) a certificate executed on behalf of HAI by
the Chief Executive Officer of HAI, dated the date of its delivery, stating that
there has been conducted under the supervision of such officer a review of all
relevant information and data then available and setting forth HAI’s best good
faith estimate of the Initial Purchase Price (the “Estimated Initial Purchase
Price”), including an estimate of the Closing Working Capital (as defined
in Section 2.3
that such Chief Executive Officer anticipates based upon the most recent
available financial statements will be reflected on the Closing Statement
prepared in accordance with Section
2.3.  Such Estimated Initial Purchase Price shall be subject to
approval by Buyer.

    


    2.3.         Determination
of Initial Purchase Price.

    


    (a)           Within
30 days following the Closing Date, Buyer shall prepare and deliver to the
Shareholders (i) an unaudited balance sheet of HAI as of the Closing Date (the
“Preliminary Closing
Date Balance Sheet”) prepared consistently with the past practices of
HAI, presenting fairly the financial position and results of operations of HAI
as of the Closing Date and for the period covered thereby and (ii) a statement
(the “Preliminary
Closing Statement”) setting forth (A) the Working Capital (as defined
below) as of the Closing Date (the “Closing Working
Capital”) and (B) the Initial Purchase Price.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    (b)           The
Shareholders may review such balance sheet and statement and, within 10 days
after the date of such receipt, may deliver to Buyer a joint certificate setting
forth their objections to those items and amounts reflected in the Preliminary
Closing Date Balance Sheet and the Preliminary Closing Statement, together with
a summary of the reasons therefor and calculations which, in their view, are
necessary to eliminate such objections.  Any items and amounts not
identified and properly objected to by the Shareholders in such joint
certificate of objection shall be deemed to have been agreed to by the
Shareholders.  If the Shareholders fail to deliver such joint
certificate of objection within such 10-day period the Preliminary Closing Date
Balance Sheet and Preliminary Closing Statement shall be deemed to have been
accepted and agreed to by the Shareholders in the form in which it was delivered
by Buyer and shall be final and binding upon the parties as the “Closing Date Balance
Sheet”  and “Closing Statement,”
respectively, for purposes of this Agreement, and the determination of the
Closing Working Capital and the Initial Purchase Price set forth on the Closing
Statement shall be final and binding as the “Closing Working
Capital” and the “Initial Purchase
Price” for purposes of this Agreement.

    


    (c)           If
the Shareholders duly deliver a joint certificate of objection pursuant to Section 2.3(b),
Buyer and the Shareholders shall use their reasonable efforts to resolve by
written agreement (the “Agreed Working Capital
Adjustments”), no later than 10 days following Buyer’s receipt of such
joint certificate, the disputed items or amounts identified in such joint
certificate.  If Buyer and the Shareholders reach agreement in writing
on such disputed items or amounts, the Preliminary Closing Date Balance Sheet
and Preliminary Closing Statement as adjusted by the Agreed Working Capital
Adjustments shall be final and binding as the “Closing Date Balance
Sheet”  and “Closing Statement,”
respectively, for purposes of this Agreement, and the determination of the
Closing Working Capital and the Initial Purchase Price set forth on the Closing
Statement shall be final and binding as the “Closing Working
Capital” and the “Initial Purchase
Price” for purposes of this Agreement.

    


    (d)           If
any objections raised by the Shareholders are not resolved by Agreed Working
Capital Adjustments within the 10-day period referred to in Section 2.3(c),
then Buyer and the Shareholders shall promptly submit the objections that are
then unresolved to the Accounting Firm (as defined below), and the Accounting
Firm shall be directed by Buyer and the Shareholders to resolve the unresolved
objections (based solely on the presentations by Buyer and by the Shareholders
as to whether any disputed items or amounts had been determined in a manner
consistent with the past practices of HAI and its consideration of only those
items or amounts in the Preliminary Closing Date Balance Sheet and Preliminary
Closing Statement as to which the Shareholders have objected) as promptly as
practicable and to deliver written notice to each of Buyer and the Shareholders
setting forth its resolution of the disputed items or amounts.  The
Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, after
giving effect to any Agreed Working Capital Adjustments and to the resolution of
disputed matters by the Accounting Firm, shall be final and binding as the
“Closing Date Balance
Sheet”  and “Closing Statement,”
respectively, for purposes of this Agreement, and the determination of the
Closing Working Capital and the Initial Purchase Price set forth in the Closing
Statement shall be final and binding as the “Closing Working
Capital” and the “Initial Purchase
Price” for purposes of this Agreement.  For purposes of this
Agreement, “Accounting
Firm” means an accounting firm that (i) is reasonably acceptable to Buyer
and the Shareholders, (ii) has no material relationship with Buyer, either
Shareholder or their respective Affiliates or other material conflict and (iii)
agrees to undertake the engagement for fees and expenses that are reasonably
acceptable to both Buyer and the Shareholders.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    (e)           The
parties hereto shall make available to Buyer, the Shareholders and, if
applicable, the Accounting Firm, such books, records and other information
(including work papers) as any of the foregoing may reasonably request to
prepare or review the Preliminary Closing Date Balance Sheet and the Preliminary
Closing Statement or any matters submitted to the Accounting
Firm.  With respect to matters submitted to the Accounting Firm under
this Section
2.3, the fees and expenses of the Accounting Firm shall be borne by the
party (either Buyer or the Shareholders) whose calculation of the Closing
Working Capital is further from the calculation of the Closing Working Capital
as determined by the Accounting Firm.  If the respective calculations
of Buyer and the Shareholders are equally close to the calculation of the
Closing Working Capital as determined by the Accounting Firm, then the fees and
expenses of the Accounting Firm shall be borne equally, half by Buyer and half
by the Shareholders.

    


    (f)        
   If the Estimated Initial Purchase Price is greater than the
Initial Purchase Price, each of the Shareholders agree, jointly and severally,
that within 10 business days after the Closing Statement is finalized pursuant
to this Section 2.3, the
Shareholders shall make payment by wire transfer to Buyer in immediately
available funds of the amount of such difference, together with interest at a
rate of 7% per annum from the Closing Date to the date of such
payment.  If the Estimated Initial Purchase Price is less than the
Initial Purchase Price, Buyer shall, within 10 business days after the Closing
Statement is finalized pursuant to this Section 2.3,
make payment by wire transfer to the Shareholders in immediately available funds
of the amount of such difference, together with interest at a rate of 7% per
annum from the Closing Date to the date of such payment.

    


    (g)           For
purposes of this Agreement, “Working Capital”
means, as of
any date of determination, the excess of the total current assets of HAI as of
such date as reflected on the balance sheet of HAI as of such date over the
total current liabilities of HAI as of such date as reflected on the balance
sheet of HAI as of such date, in each case determined on a basis consistent with
the past practices of HAI and consistent with the methodologies, practices and
principles used in the preparation of the Financial Statements (except as
otherwise provided in this definition and without regard to any purchase
accounting adjustments arising out of the transactions contemplated
hereby).  In determining the value of such total current assets and
total current liabilities hereunder, (i) all accounting entries shall be taken
into account regardless of their amount and all known errors and omissions
corrected; (ii) all proper adjustments shall be made; (iii) the value of
accounts receivable shall (A) be reduced by the amount of a customary reserve
for uncollectible accounts and (B) exclude any accounts receivable from any
Affiliates (as defined in Section 4.19) of HAI
or either of the Shareholders; (iv) deferred tax assets shall be excluded from
the determination of total current assets; (v) accrued expenses shall exclude
amounts owed to either of the Shareholders or any Affiliates of either of the
Shareholders; and (vi) the items set forth in Schedule 2.3(g) shall
be pro-rated as of the Closing Date.

    


    2.4.     Incremental
Revenue Payment.

    


    (a)       
   As used in this Agreement, the following terms shall have the
meanings set forth below:

    


    (i)          
 “Advantage
Reimbursement” means Advantage Reimbursement, Inc., a Massachusetts
corporation.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    (ii)           “Advantage Reimbursement
Purchase Agreement” means that certain Amended and Restated Purchase
Agreement dated as of the date hereof by and among Advantage Reimbursement, LLC,
Advantage Reimbursement, Belhumeur and Pereira, as may be hereafter
amended.

    


    (iii)          “Combined Revenue”
means the sum of (A) the Healthcare Automation Revenue (as defined below), plus
(B) the Advantage Reimbursement Revenue (as defined in the Advantage
Reimbursement Purchase Agreement).

     

    (iv)          “Healthcare Automation
Revenue” means the Revenue for the Period reflected in the Healthcare
Automation Revenue Report (each as defined below).

    


    (v)           “Pro Rata Fraction”
means a value equal to the quotient of (A) the Healthcare Automation Revenue
reflected in the Healthcare Automation Revenue Report; divided by (B) the
Combined Revenue.

    


    (vi)          “Revenue” means
revenues recognized by Buyer, in accordance with Buyer’s revenue recognition
policies applied in a manner consistent with GAAP, with respect to sales of the
products and services sold by the Business as of the Closing Date except with
respect to any Advantage Reimbursement Performed Contracts.

    


    (vii)         “Combined Credit
Amount” means the total amount of all refunds and credits paid or
credited by Buyer through the first anniversary of the Closing
Date pursuant to the terms (as in effect on the Effective Date of the Asset
Purchase Agreement) of the contracts referenced in Schedule 2.4;
provided that Buyer has not materially reduced the number of personnel working
on implementation and support services for the acquired business.  For the
avoidance of doubt, a customer’s failure to pay a fee when due or scheduled
shall not be considered a refund or credit under the preceding
sentence.

    


    (b)       As
promptly as practicable following the first anniversary of the Closing Date (but
not later than 60 days after such date), Buyer shall prepare and deliver to the
Shareholders a report (the “Preliminary Revenue Report”)
setting forth the amount of Revenue (as defined in Section 2.4(a))
recognized by Buyer during the period beginning on the Closing Date and ending
on the first anniversary of the Closing Date (the “Period”).  Buyer
shall also deliver to the Shareholders an interim report in the form of the
Preliminary Revenue Report within 15 days of the end of each fiscal quarter
during the Period with respect to Revenue recognized by Buyer during the prior
fiscal quarter (each, an “Interim
Report”).  In addition, Buyer’s Chief Financial Officer shall,
upon receipt of reasonable prior notice, provide the Shareholders with such
information relating to Revenue as the Shareholders may reasonably request
between Interim Reports.  The Preliminary Revenue Report, but not any
Interim Reports, shall include financial statements and reports prepared by
Buyer certified by Buyer’s Chief Financial Officer supporting such calculation
for such period.  

    


    (c)       Promptly
following receipt by the Shareholders of the Preliminary Revenue Report, the
Shareholders may review such report and, within 10 days after the date of such
receipt, may deliver to Buyer a joint certificate setting forth their objections
to those items and amounts reflected in the Preliminary Revenue Report, together
with a summary of the reasons therefor and calculations which, in their view,
are necessary to eliminate such objections.  Any items and amounts not
identified and properly objected to by the Shareholders in such joint
certificate of objection shall be deemed to have been agreed to by the
Shareholders.  If the Shareholders fail to deliver such joint
certificate of objection within such 10-day period, the Preliminary Revenue
Report shall be deemed to have been accepted and agreed to by the Shareholders
in the form in which it was delivered by Buyer and shall be final and binding
upon the parties, and the determination of the amount of Revenue set forth
therein shall be final and binding as the “Healthcare Automation
Revenue Report” for purposes of this Agreement.

    


    
      
        
           


        

        
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    (d)       If
the Shareholders duly deliver a joint certificate of objection pursuant to Section 2.4(c),
Buyer and the Shareholders shall use their reasonable efforts to resolve by
written agreement (the “Agreed Adjustments”),
no later than 10 days following Buyer’s receipt of such joint certificate, the
disputed items or amounts identified in such joint certificate.  If
Buyer and the Shareholders reach agreement in writing on such disputed items or
amounts, the Preliminary Revenue Report as adjusted by the Agreed Adjustments
shall be final and binding as the “Healthcare Automation
Revenue Report” for purposes of this Agreement.

    


    (e)       If
any objections raised by the Shareholders are not resolved by Agreed Adjustments
within the 10-day period referred to in Section 2.4(d),
then Buyer and the Shareholders shall promptly submit the objections that are
then unresolved to the Accounting Firm (as defined in Section 2.3(d)) and
the Accounting Firm shall be directed by Buyer and the Shareholders to resolve
the unresolved objections (based solely on the presentations by Buyer and by the
Shareholders as to whether any disputed items or amounts had been determined in
a manner consistent with GAAP and its consideration of only those items or
amounts in the Preliminary Revenue Report as to which the Shareholders have
objected) as promptly as practicable and to deliver written notice to each of
Buyer and the Shareholders setting forth its resolution of the disputed items or
amounts.  The Preliminary Revenue Report, after giving effect to any
Agreed Adjustments and to the resolution of disputed matters by the Accounting
Firm, shall be final and binding as the “Healthcare Automation
Revenue Report” for purposes of this Agreement.

    


    (f)        The
parties hereto shall make available to Buyer, the Shareholders and, if
applicable, the Accounting Firm, such books, records and other information
(including work papers) as any of the foregoing may reasonably request to
prepare or review the Preliminary Revenue Report, the calculation of the
Combined Incremental Revenue Payment or any matters submitted to the Accounting
Firm.  With respect to matters submitted to the Accounting Firm under
this Section
2.4, the fees and expenses of the Accounting Firm shall be borne by the
party (either Buyer or the Shareholders) whose calculation of the Combined
Incremental Revenue Payment is further from the calculation of the Combined
Incremental Revenue Payment as determined by the Accounting Firm.  If
the respective calculations of Buyer and the Shareholders are equally close to
the calculation of the Combined Incremental Revenue Payment as determined by the
Accounting Firm, then the fees and expenses of the Accounting Firm shall be
borne equally, half by Buyer and half by the Shareholders.

    


    (g)       Promptly
(but not later than 10 days) after the later to occur of (i) the Healthcare
Automation Revenue Report being finalized pursuant to this Section 2.4, and
(ii) the Advantage Reimbursement Revenue Report being finalized pursuant to
Section 2.4 of the Advantage Reimbursement Purchase Agreement, Buyer shall
deposit into the Escrow Account (as defined below) an amount equal to the
product of (A) the Pro Rata Fraction, multiplied by (B) the amount by which (1)
the Combined Incremental Revenue Payment, exceeds (2) the Combined Credit
Amount, calculated in the manner described below:

    


    
      
        
           


        

        
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              (A)

            	
              The
      Combined Incremental Revenue Payment shall be $650,000, if the Combined
      Revenue is equal to or greater than $6,375,000, but less than or equal to
      $6,750,000.

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      Combined Incremental Revenue Payment shall be $1,500,000, if the Combined
      Revenue is greater than $6,750,001.

            


    

    


    Any
payment required to be made by Buyer to the Shareholders pursuant to this Section 2.4(g)
shall be referred to herein as the “Healthcare Automation
Incremental Revenue Payment.”  In no event shall the sum of the
Healthcare Automation Incremental Revenue Payment and the Advantage
Reimbursement Incremental Revenue Payment (as defined in the Advantage
Reimbursement Purchase Agreement) exceed $650,000 if the Combined Revenue is
equal to or greater than $6,375,000, but less than or equal to $6,750,000, and
in no event shall the sum of the Healthcare Automation Incremental Revenue
Payment and the Advantage Reimbursement Incremental Revenue Payment exceed
$1,500,000 if the Combined Revenue is greater than $6,750,001.

    


    (h)         Within
45 days following the Closing, Buyer, Advantage Reimbursement and the
Shareholders shall enter into an Escrow Agreement (the “Escrow Agreement”)
with a financial institution or other third party acceptable to both Buyer and
the Shareholders (the “Escrow Agent”)
providing for the deposit by Buyer into an account established with the Escrow
Agent (the “Escrow
Account”), in accordance with Section 2.4(g), of an
aggregate amount equal to the sum of (i) any Healthcare Automation Incremental
Revenue Payment, plus (ii) any
Advantage Reimbursement Incremental Revenue Payment (as defined in the Advantage
Reimbursement Purchase Agreement) (together with any interest accrued thereon,
the “Escrowed
Amount”).  The Escrow Agreement shall provide that (x) the
Escrowed Amount will be available to satisfy any obligations of the Seller
Parties (as such term is defined in the Indemnification Agreement) pursuant to
the terms of the Indemnification Agreement, and (y) any portion of the Escrowed
Amount not distributed in satisfaction of such claims, or subject to a
then-existing claim, shall be released to Seller and the Shareholders on
September 30, 2011 as provided in the Escrow Agreement.  All fees and
expenses charged by the Escrow Agent in connection with the Escrow Agreement
shall be paid 50% by Buyer and 50% by the
Shareholders.  Notwithstanding anything else contained in this
Agreement, nothing contained in this Section 2.4(h) shall
serve to limit Buyer’s remedies in connection with any right of indemnification
under the Indemnification Agreement.

    


    (i)         Until
the date that is 10 days after the payment of the Healthcare Automation
Incremental Revenue Payment to the Shareholders, if any, Buyer covenants and
agrees to maintain separate books and records in order to allow the Buyer and
the Shareholders to accurately calculate Revenue and the Healthcare Automation
Incremental Revenue Payment.

    


    2.5.         Payments
to Shareholders.  Any payment required to be made by Buyer to
the Shareholders under this Agreement shall be paid (a) 50% to Belhumeur by wire
transfer of immediately available funds to a bank account in the United States
specified by Belhumeur in writing to Buyer prior to payment and (b) 50% to
Pereira by wire transfer of immediately available funds to a bank account in the
United States specified by Pereira in writing to Buyer prior to
payment.

    


    
      
        
           


        

        
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    2.6.         Allocation
of Purchase Price.  The parties hereto shall mutually agree
upon the manner in which the Healthcare Automation Purchase Price shall be
allocated among the assets of HAI included in the calculation of Closing Working
Capital and the covenants described in Article
IX.  The parties agree that the mutually agreed-upon
allocations shall be used by them and respected for all purposes including,
without limitation, income tax purposes, if in conformance with the rules and
regulations of the Internal Revenue Code of 1986, as amended (the “Code”), and that the
parties shall follow such allocations for all reporting purposes including,
without limitation, Form 8594 to be filed pursuant to the
Code.  Should there be any change in allocation (as a result of the
Incremental Revenue Payment or otherwise), the parties will agree to a revised
Form 8594 prior to the payment of the supplementary payment (or within the
designated time afterward).

    


    ARTICLE
III

     

    CLOSING

    


    3.1.         Closing
Date.  The consummation of the transactions contemplated by
this Agreement (the “Closing”) shall take
place at such place as is mutually agreeable to Buyer and the Shareholders,
which may include closing via mail, at 10:00 a.m. local time on December 15,
2009, or such other date and time as is mutually agreeable to Buyer and HAI (the
“Closing
Date”).  The Closing shall be deemed to have become effective,
and title to the Shares shall be deemed to have been transferred to Buyer,
effective as of the close of business on the Closing Date.

    


    3.2.         Payment
of Estimated Initial Purchase Price; Delivery of Shares.

    


    (a)           At
the Closing, Buyer shall pay to the Shareholders the Estimated Initial Purchase
Price in accordance with the provisions of Section
2.5.

    


    (b)           At
the Closing, the Shareholders shall deliver to Buyer, free and clear of all
Liens, stock certificates representing all of the Shares, accompanied by duly
executed and witnessed stock powers transferring the Shares to
Buyer.

    


    3.3.         Buyer’s
Additional Deliveries.  At the Closing, Buyer shall deliver to
the Shareholders all of the following:

    


    (a)       a
certificate of the secretary or an assistant secretary of Buyer, dated the
Closing Date, in form and substance reasonably satisfactory to the Shareholders,
as to: (i) the resolutions of the board of directors of Buyer authorizing the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby; and (ii) the incumbency and signature of the officer(s) of
Buyer executing this Agreement;

    


    (b)       the
certificate of Buyer contemplated by Section 8.1,
duly executed by an authorized officer of Buyer;

    


    (c)       Employment
Agreements in the form attached hereto as Exhibits B-1 and B-2,
duly executed by Buyer;

    


    (d)       the
Indemnification Agreement (as defined in Section 3.4(h)),
duly executed by Buyer and Advantage Reimbursement, LLC.

    


    
      
        
           


        

        
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    3.4.         Shareholders’
Deliveries.  At the Closing, the Shareholders shall deliver to
Buyer or Advantage Reimbursement, LLC, as applicable, all of the
following:

    


    (a)       a
copy of the Certificate of Incorporation of HAI certified as of a recent date by
the Secretary of State of the State of Delaware;

    


    (b)       a
certificate of good standing of HAI issued as of a recent date by the Secretary
of State of the State of Delaware;

    


    (c)       a
certificate of the Chief Executive Officer of HAI, dated the Closing Date, in
form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to
the Certificate of Incorporation of HAI since a specified date; (ii) the Bylaws
of HAI; (iii) the resolutions of the Shareholders and board of directors of HAI
authorizing the execution, delivery and performance of this Agreement and the
transactions contemplated hereby; and (iv) incumbency and signature of the
officer of HAI executing this Agreement;

    


    (d)       the
certificates of HAI and each of the Shareholders contemplated by Sections 7.1 and
7.2, duly executed by an authorized officer of HAI and each of the
Shareholders, respectively;

    


    (e)       the
Assignment Separate from Certificate, in the form attached hereto as Exhibit A (the “Assignment”) duly
executed by each Shareholder;

    


    (f)        all
consents, waivers or approvals obtained by HAI with respect to the Advantage
Reimbursement Performed Contracts or the consummation of the transactions
contemplated by this Agreement;

    


    (g)       Employment
Agreements in the forms attached hereto as Exhibit B-1 and
B-2, duly executed by the applicable individuals;

    


    (h)       the
Indemnification Agreement, in the form attached hereto as Exhibit C (the “Indemnification
Agreement”), duly executed by HAI, Advantage Reimbursement, Pereira and
Belhumeur.

    


    (i)        an
opinion of the Shareholders’ legal counsel, dated the Closing Date, in the form
of Exhibit D
hereto;

    


    (j)        a
signed resignation of each of the directors of HAI, effective as of the Closing
Date;

    


    (k)      
the corporate minute book of HAI and any other corporate records as may be in
the possession of the Shareholders as Buyer may request;

    


    (l)        such
other bills of sale, assignments and other instruments of transfer or conveyance
as Buyer or Advantage Reimbursement, LLC may reasonably request or as may be
otherwise necessary to evidence and effect the sale, assignment, transfer,
conveyance and delivery of the assignment of the Advantage Reimbursement
Performed Contracts to Advantage Reimbursement, LLC;

    


    
      
        
           


        

        
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    (m)      IRS
Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock
Purchases, properly completed and executed by the Shareholders, as contemplated
in Section
10.3; and

    


    (n)       such
other Closing documents as shall have been reasonably requested by Buyer, in
form and substance reasonably accepted by Buyer’s counsel.

    


    3.5          Further
Assurances.  If at
any time after the Closing Date Buyer shall consider or be advised that any
further deeds, assignments or assurances in law or any other acts are necessary,
desirable or proper to (a) vest, perfect or confirm, of record or otherwise, in
Buyer, the title to the Shares, or (b) otherwise carry out the purposes of this
Agreement, each Shareholder agrees that he shall execute and deliver all such
deeds, assignments and assurances in law and do all acts reasonably necessary,
desirable or proper to vest, perfect and confirm title to such Shares in Buyer,
and otherwise to carry out the purposes of this Agreement and the transactions
contemplated by this Agreement, and the expense of the foregoing shall be borne
as provided in Section
12.3 hereof.  In addition, from and after the Closing Date,
each Shareholder will promptly deliver or cause to be delivered to Buyer all
payments received by such Shareholder on account of HAI to which Buyer is
entitled hereunder within 30 days of receipt.

    


    ARTICLE
IV

     

    REPRESENTATIONS AND
WARRANTIES OF HAI AND THE SHAREHOLDERS

    


    Each of
the Shareholders, jointly and severally, represent and warrant to Buyer and
Advantage Reimbursement, LLC as follows:

    


    4.1.         Organization
of HAI.  HAI is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, with full power
and authority to enter into this Agreement and to perform its obligations
hereunder.    HAI has full corporate power and authority to
own or lease and to operate and use its assets and to carry on its Business as
now conducted.

    


    4.2.         Authorization,
Execution and Enforceability.  This Agreement and each other
certificate, agreement, document or instrument to be executed and delivered by
HAI or either of the Shareholders in connection with the transactions
contemplated by this Agreement (collectively, the “Seller Party Ancillary
Documents”) have been duly executed and delivered by HAI and each of the
Shareholders and constitute the valid and legally binding agreements of HAI and
each of the Shareholders, as the case may be, enforceable against HAI and each
of the Shareholders in accordance with their respective terms.  The
execution, delivery and performance of this Agreement and the Seller Party
Ancillary Documents and the consummation of the transactions contemplated by
this Agreement and the Seller Party Ancillary Documents have been duly
authorized by all necessary corporate action on the part of HAI.

    


    4.3.         Absence
of Restrictions and Conflicts.  Except as disclosed in Schedule 4.3, the
execution, delivery and performance of this Agreement and the Seller Party
Ancillary Documents, the consummation of the transactions contemplated by this
Agreement and the Seller Party Ancillary Documents and the fulfillment of and
compliance with the terms and conditions of this Agreement and the Seller Party
Ancillary Documents do not, (a) conflict with or result in any breach of any
term or provision of the formation documents of HAI, (b) with or without the
passing of time or the giving of notice or both, violate or conflict with,
constitute a breach of or default (or give rise to any right of termination,
amendment or cancellation) under, result in the loss of any benefit under or
permit the acceleration of any obligation under, any Contract or any of the
Advantage Reimbursement Performed Contracts, or result in the creation of any
Lien on any of the assets of HAI pursuant to, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or other obligation to which HAI or either of the Shareholders is a
party or by which any of their properties or assets may be bound, or (c) violate
any judgment, decree or order of any Governmental Authority (as defined below)
to which HAI is a party or by which HAI, either of the Shareholders or any of
their respective properties is bound or any statute, law, rule or regulation
applicable to HAI or either of the Shareholders.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, arbitrator, governmental agency or public or regulatory unit,
agency, body or authority of the United States, any foreign country or any
domestic or foreign state, county, city or other political subdivision thereof
(each a “Governmental
Authority”) with respect to HAI or either of the Shareholders is required
in connection with the execution, delivery or performance of this Agreement or
the Seller Party Ancillary Documents by HAI or either of the Shareholders, or
the consummation of the transactions contemplated by this Agreement or the
Seller Party Ancillary Documents by HAI or either of the
Shareholders.

    


    
      
        
           


        

        
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    4.4.         Capitalization. The entire
authorized capital stock of HAI consists of 3,000 shares of common stock, par
value $0.01 per share.  All of the issued and outstanding Shares have
been duly authorized, are validly issued, fully paid and nonassessable and are
held of record by the Shareholders as disclosed in Schedule 4.4, free and clear of all
liens, claims, options or other encumbrances.  There are no
outstanding or authorized options, warrants, rights, contracts, calls, puts,
rights to subscribe, conversion rights or other agreements or commitments to
which either Shareholder is a party or which are binding upon HAI providing for
the issuance, transfer, disposition or acquisition of any of its capital
stock.  There are no outstanding or authorized equity appreciation,
phantom stock or similar rights with respect to HAI.  There are no
voting trusts, proxies or any other agreements or understandings with respect to
the voting of the capital stock of HAI.  Upon consummation of the
Closing, Buyer will own the entire equity interest in HAI, free and clear of all
liens, claims, options or other encumbrances, and HAI will not have any
securities convertible into or exchangeable for any shares of its capital stock,
nor will it have outstanding any rights, options, agreements or arrangements to
subscribe for or to purchase its capital stock or any securities convertible
into or exchangeable for its capital stock.

    


    4.5.         No
Interest in Other Entities.  HAI
does not own any equity interest (by stock ownership, partnership interest,
limited liability company interest, joint venture interest or otherwise) in any
other corporation, partnership, limited liability company, joint venture, firm,
association or business enterprise.

    


    4.6.         Ownership
of Assets and Related Matters.

    


    (a)       Real
Property.  HAI does not own, any real
property.  Schedule 4.6(a) sets
forth a list and brief description of each lease or similar agreement (showing
the parties thereto, annual rental, expiration date, renewal and purchase
options, if any, the improvements thereon, the uses being made thereof, and the
location and the legal description of the real property covered by such lease or
other agreement) (“Real Property
Leases”) under which HAI is lessee of, or holds or operates, any real
property owned by any third party (the “Leased Real
Property”).  Except as set forth in such Schedule, HAI has the
right to quiet enjoyment of all the Leased Real Property for the full term of
the lease or similar agreement (and any renewal option related thereto) relating
thereto, and the leasehold or other interest of HAI in the Leased Real Property
is not subject or subordinate to any Liens.  Neither the whole nor any
part of any real property leased, used or occupied by HAI is subject to any
pending suit for condemnation or other taking by any Governmental Authority,
and, to the knowledge of HAI, no such condemnation or other taking is threatened
or contemplated.

    


    
      
        
           


        

        
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    (b)       Personal Property
Leases.  Schedule 4.6(b) sets
forth a correct and complete list of all leases and agreements of HAI granting
HAI possession of or rights to personal property (the “Personal Property
Leases”).  HAI has heretofore delivered to Buyer correct and
complete copies of all the Personal Property Leases.  Except as
otherwise noted on Schedule 4.6(a), all
of the Personal Property Leases are valid and enforceable in all respects in
accordance with their respective terms with respect to HAI and, to the knowledge
of HAI, any other party thereto.  Except as otherwise noted in Schedule 4.6(b),
there is not, with respect to the Personal Property Leases, any existing
default, or event of default, or event which with or without due notice or lapse
of time or both would constitute a default or an event of default, on the part
of HAI or, to the knowledge of HAI, any other party thereto.  HAI has
peaceful and undisturbed physical possession of all equipment and other assets
that are covered by the Personal Property Leases.

    


    (c)       No Third Party
Options.  There are no existing agreements, options,
commitments or rights with, of or to any Person to acquire any assets,
properties or rights of HAI or the Advantage Reimbursement Performed Contracts,
or any interest therein.

    


    (d)       Ownership; Sufficiency of
Assets.  HAI has good and valid, legal and beneficial title to
all of its properties and assets, free and clear of all mortgages, liens,
pledges, security interests, charges, easements, leases, subleases, licenses and
other occupancy arrangements, covenants, rights of way, options, claims,
restrictions, or encumbrances of any kind other than the current liabilities
reflected in the Closing Statement and included in the calculation of Closing
Working Capital (collectively, “Liens”).  The
current assets of HAI as of the Closing Date will include all of the assets, in
sufficient condition and quantity, to permit HAI to adequately operate the
Business immediately upon the Closing in the ordinary course of business and
consistent with the past practices of HAI.

    


    (e)       Accounts
Receivable.  HAI has delivered to Buyer a schedule of HAI’s
accounts receivable as of October 31, 2009 (the “Receivables”) showing
the amount of each receivable and an aging of amounts due thereunder, which
schedule is true and complete as of that date.  Except as set forth in
Schedule
4.6(e), to the knowledge of HAI, the debtors to which the Receivables
relate are not in or subject to a bankruptcy or insolvency proceeding, and none
of the Receivables have been made subject to an assignment for the benefit of
creditors.  All of the Receivables (i) arose from bona fide
transactions in the ordinary course of business, (ii) have been executed on
terms consistent with HAI’s past practice, (iii) are valid, existing and
collectible within 90 days without resort to legal proceedings or collection
agencies, (iv) represent monies due for services rendered in the ordinary course
of business and (v) are not subject to any refunds or , except as set forth in
Schedule
4.6(e),  adjustments or any defenses, rights of set-off,
assignment, restrictions, security interests or other
encumbrances.  Except as set forth in Schedule 4.6(e), all
of the Receivables are current, and there are no disputes regarding the
collectibility of any such Receivables.  None of the Receivables have
been factored, pledged, turned over for collection or assigned to any
Person.

    


    
      
        
           


        

        
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    (f)        Condition of Tangible
Assets.  Except as set forth on Schedule 4.6(f), the
Tangible Assets are in good operating condition (which is sufficient for the
Business to continue to operate as it has operated prior to the Closing Date),
ordinary wear and tear excepted.

    


    4.7.         Financial
Statements; Undisclosed Liabilities.  Schedule 4.7 contains
(i) the unaudited balance sheet of HAI as of December 31, 2008 (the “Balance Sheet Date”)
and the related statement of income for the year then ended, and (ii) the
unaudited balance sheet of HAI as of October 31, 2009 (the “Interim Balance
Sheet”) and the related year-to-date statement of income, in each case
together with the appropriate notes, if any, to such financial
statements.  Except as set forth therein or in the notes thereto, such
balance sheets and statements of income (collectively, the “Financial
Statements”) have been prepared consistently with the past practices of
HAI, and such balance sheets and related statements of income present fairly the
financial position and results of operations of HAI as of their respective dates
and for the respective periods covered thereby.  HAI does not have any
liabilities or obligations (direct or indirect, contingent or absolute, matured
or unmatured) of any nature whatsoever, whether arising out of contract, tort,
statute or otherwise, which are not (A) reflected, reserved against or given
effect to in the Interim Balance Sheet or (B) set forth in Schedule
4.7.

    


    4.8.         Operations
Since Balance Sheet Date.  Except as set forth in Schedule 4.8, since
the Balance Sheet Date, HAI has conducted the Business only in the ordinary
course and in conformity with past practice and there has been (i) no damage,
destruction, loss or claim, whether or not covered by insurance, or condemnation
or other taking adversely affecting any of HAI’s assets as of the Closing Date
or the Advantage Reimbursement Performed Contracts; and (ii) no material adverse
effect on the financial condition, operations, or results of operations of the
Business, taken as a whole.

    


    4.9.         Legal
Proceedings.  Except as set forth in Schedule 4.9, there are no suits,
actions, claims, proceedings or investigations (collectively, “Proceedings”) pending or, to the
knowledge of HAI, threatened against, relating to or involving HAI, the
Business, or any of HAI’s officers or directors (acting in their capacity as
such) before any Governmental Authority nor, to the knowledge of HAI, is there
any basis for any such Proceeding.  There is no judgment, decree,
injunction, citation, settlement agreement, rule or order of any Governmental
Authority outstanding against HAI.

    


    4.10.       Licenses,
Permits and Compliance with Law.  Schedule 4.10 is a true and
complete list of all notifications, licenses, permits (including environmental,
construction and operation permits), franchises, certificates, approvals,
exemptions, classifications, registrations and other similar documents and
authorizations, and applications therefor issued by, or submitted by HAI to, any
Governmental Authority (collectively, the “Permits”) relating to the conduct of
the Business.  HAI owns or possesses all of the Permits necessary to
carry on the Business as currently conducted and as presently proposed to be
conducted, each of which is reflected on Schedule 4.10.  Except
as set forth in Schedule 4.10, each of the
Permits is valid, subsisting and in full force and effect and will continue in
full force and effect after the Closing Date, in each case without (x) the
occurrence of any breach, default or forfeiture of rights thereunder, or (y) the
consent, approval, or act of, or the making of any filing with, any Governmental
Authority.  The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not adversely affect any Permit.  HAI has
taken all necessary action to maintain each Permit.  No loss or
expiration of any Permit is threatened, pending, or reasonably foreseeable
(other than expiration upon the end of any term).  Except as set forth
in Schedule 4.10, HAI is
(and has been at all times during the past five years) in compliance with all
applicable laws (including all laws and regulations under Title XVIII of
the Social Security Act (Medicare) (“Medicare”), Title XIX of the Social Security Act (Medicaid) (“Medicaid”) and Title XXI of the
Social Security Act (The State Children’s Health
Insurance Program), and all applicable laws relating to privacy, zoning,
environmental matters and the safety and health of employees), ordinances,
regulations and orders of all Governmental
Authorities.  Neither HAI, nor any of officers, employees or
other contracted staff (collectively referred to in this paragraph as
“employees”) has been or is about to be excluded from participation in any
Federal Health Care Program (as defined herein). The listing of HAI or any of
its employees on (a) the United States Department of Health and Human Services
Office of Inspector General’s List of Excluded Individuals/Entities, (b) the
United States General Services Administration’s Lists of Parties Excluded From
USA Federal Procurement & Nonprocurement Programs, (c) any state Medicaid
exclusion list, or (d) the Office of Foreign Assets Control’s Specially
Designated Nationals and Blocked Persons list, shall constitute “exclusion” for
purposes of this paragraph.  For the purpose of this paragraph, the
term "Federal Health Care Program" means the Medicare program, the Medicaid
program, TRICARE, any health care program of the Department of Veterans Affairs,
the Maternal and Child Health Services Block Grant program, any state social
services block grant program, any state children’s health insurance program, or
any similar program.

    


    
      
        
           


        

        
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    4.11.       Contracts.  Schedule 4.11(a) sets forth, as of the Closing
Date, (a) a complete and correct list, organized by type of agreement, of all
contracts (whether written or oral, including Real Property Leases and Personal
Property Leases) to which HAI is a party and which are currently in effect,
other than the Advantage Reimbursement Performed Contracts (the “Contracts”),
and (b) a complete and correct list of all consents or notices required to be
obtained or given under the contracts listed on Schedule 4.11(a) in
connection with the transactions contemplated by this
Agreement.  Schedule 4.11(b) sets forth, as of the Closing Date,
all the Advantage Reimbursement Performed Contracts, and a complete and correct
list of all consents or notices required to be obtained or given under the
contracts listed on Schedule 4.11(b) in connection with the transactions
contemplated by this Agreement.  Complete and correct copies of all
Contracts have been delivered to Buyer.  Complete and correct copies
of all Advantage Reimbursement Performed Contracts have been delivered to
Advantage Reimbursement, LLC.   The Contracts and the Advantage
Reimbursement Performed Contracts and are in full force and effect and are valid
and enforceable in accordance with their respective terms with respect to HAI
and, to the knowledge of HAI, each other party thereto.  Except as set
forth in Schedule 4.11(c), there is not, with respect to the Contracts or
the Advantage Reimbursement Performed Contracts, any existing default, or event
of default, or event which with or without due notice or lapse of time or both
would constitute a default or event of default, on the part of HAI, to the
knowledge of HAI, any other party thereto.

    


    4.12.       Tax
Matters.

    


    (a)           All
federal, state, local and foreign income, excise, property, sales, use,
information, payroll and other tax returns and reports required to be filed by,
or with respect to the operations of, HAI (the “Tax Returns”) on or
before the Closing Date will, as of the Closing, be filed with the appropriate
governmental agencies in all jurisdictions in which such Tax Returns are
required to be filed, and all such Tax Returns properly reflect the Taxes of HAI
for the periods covered thereby.  All federal, state, local and
foreign taxes, assessments, interest, penalties, deficiencies, fees and other
governmental charges or impositions which are called for as due, or which may
become due, or which are claimed to be due, or which are otherwise due to any
taxing authority from, or with respect to the operations of, HAI through the
Closing Date (the “Taxes”), have been or
will, as of the Closing, be properly accrued or paid.

    


    
      
        
           


        

        
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    (b)           Neither
HAI nor either Shareholder has received any notice of assessment or proposed
assessment by any taxing authority in connection with any Tax Returns and there
are no pending tax examinations of or tax claims asserted against the Company or
its properties, except as disclosed in Schedule 4.12, and
the results of any prior examinations have been properly reflected in the
Financial Statements.  To the knowledge of HAI, there has been no
intentional disregard of any statute, regulation, rule or revenue ruling in the
preparation of any Tax Return applicable to HAI.

    


    (c)           Except
as disclosed in Schedule 4.12, there
are no tax liens on any of the properties or assets of HAI except for liens for
current taxes not yet due and payable.  Except as disclosed in Schedule 4.12, to the
knowledge of HAI, there is no basis for any additional assessment of any Taxes,
penalties or interest with respect to the operations of HAI.  HAI has
not waived any law or regulation fixing, or consented to the extension of, any
period of time for assessment of any Taxes which waiver or consent is currently
in effect.

    


    (d)           HAI has been a validly electing S corporation within the
meaning of Code Section 1361 and 1362 at all times since October 10, 2003, and
HAI will be an S corporation up to and including the Closing
Date.

     

    (e)           HAI shall not be liable for any Taxes under Code Section
1374 in connection with the deemed sale of HAI’s assets caused by the Section
338(h)(10) Election (as defined in Section 10.3(g)).  HAI has
not, in the past seven years, (i) acquired assets from another corporation in a
transaction in which HAI’s tax basis for the acquired assets was determined, in
whole or in part, by reference to the tax basis of the acquired assets (or any
other property) in the hands of the transferor or (ii) acquired the stock of any
corporation that is a qualified subchapter S subsidiary.

    


    (f)           
HAI is not, and during the applicable period specified in Code Section
897(c)(1)(A)(i) has not been, a United States real property holding corporation
within the meaning of Code Section 897(c)(2).

    


    4.13.       Employees.  Schedule 4.13
contains a true and complete list of all of HAI Personnel (as defined in Section 4.14(a) as of the date
hereof who have performed services attributable to the Business, specifying
their annual salary, hourly wages, scheduled hours to work per week, position,
status, length of service, location of employment, consulting or other
independent contractor fees and the allocation of amounts paid and other
benefits provided to each of them, respectively, together with an appropriate
notation next to the name of any such employee on such list who is subject to
any written employment agreement or any other written term sheet or other
document describing the terms and/or conditions of employment of such employee
or of the rendering of services by such independent contractor.  HAI
has received no claim from any Governmental Authority to the effect that it has
improperly classified as an independent contractor any Person named on Schedule 4.13.  HAI has
made no verbal commitments to any such officers, employees or former employees,
consultants or independent contractors with respect to compensation, promotion,
retention, termination, severance or similar matters in connection with the
transactions contemplated by this Agreement or otherwise.  Except as
indicated on Schedule 4.13, all
employees of HAI are actively at work on the date
hereof.

    


    4.14.           Employee
Benefit Plans.

    


    
      
        
           


        

        
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    (a)       Schedule
4.14 contains a complete and accurate list of all deferred compensation,
incentive compensation, equity compensation plans, “welfare” plans (within the
meaning of Section 3(1) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)),
“pension” plans (within the meaning of Section 3(2) of ERISA), other
employee benefit plans, funds, programs, agreements or arrangements, in any
case, that are sponsored, maintained or contributed to or required to be
contributed to by HAI or by any trade or business, whether or not incorporated,
that together with HAI would be deemed a “single employer” within the meaning of
Section 4001(b) of ERISA (an “ERISA
Affiliate”), or to which HAI or an ERISA Affiliate is party, whether
written or oral, for the benefit of any employee (whether full-time, part-time
or otherwise) or former employee of HAI (individually, a “Benefit Plan,” and collectively, the
“Benefit Plans”) that would in
any way require or bind Buyer or HAI to make any payments to any employee or
contractor, or former employee or contractor, of HAI (collectively, “HAI Personnel”).

    


    (b)       Schedule
4.14 sets forth the financial cost of all obligations owed under any HAI
Benefit Plan that is not subject to the disclosure and reporting requirements of
ERISA.

    


    (c)       Shareholders have delivered to Buyer: (i) all documents
that set forth the terms of each HAI Benefit Plan, and any related trust,
including all summary plan descriptions, summaries and descriptions furnished to
participants and beneficiaries; (ii) all personnel, payroll and employment
manuals and policies; (iii) a written description of any HAI Benefit Plan that
is not otherwise in writing; (iv) all registration statement filed with respect
to any HAI Benefit Plan; (v) all insurance policies purchased by or to provide
benefits under any HAI Benefit Plan; (vi) all reports submitted within the three
years preceding the date of this Agreement by third party administrators,
actuaries, investment managers, trustees, consultants, or other independent
contractors with respect to any HAI Benefit Plan; (vii) the Form 5500 filed in
each of the most recent three plan years with respect to each HAI Benefit Plan,
including all schedules thereto and the opinions of independent accountants;
(viii) all notices that were given by HAI or any of its ERISA Affiliates to the
IRS, the Pension Benefit Guaranty Corporation (“PBGC”), or any participant or
beneficiary, pursuant to statute, within the three years preceding the date of
this Agreement; (ix) all notices that were given by the IRS, the PBGC, or the
Department of Labor to HAI or any of its ERISA Affiliates, or any HAI Benefit
Plan, within the three years preceding the date of this Agreement; and (x) with
respect to any HAI Benefit Plan intended to meet the requirements of Code
Section 401(a), the most recent determination letter for each such Benefit
Plan.

    


    (d)       HAI and its ERISA Affiliates have performed all of their
respective obligations under all HAI Benefit Plans.  HAI and its ERISA
Affiliates have made appropriate entries in their financial records and
statements for all obligations and liabilities under such Benefit Plans that
have accrued but are not due.

    


    (e)       HAI and its ERISA Affiliates, with respect to the HAI
Benefit Plans, are, and each such Benefit Plan is, in material compliance with
ERISA, the Code, and other applicable Laws including the provisions of such Laws
expressly mentioned in this Section 4.14.

    


    (f)        Except as set forth on Schedule 4.14, (i) no transaction
prohibited by ERISA Section 406 and no “prohibited transaction” under Code
Section 4975(c) has occurred with respect to any HAI Benefit Plan, (ii) neither
the Shareholders, nor HAI or any of its ERISA Affiliates has any liability to
the IRS with respect to any HAI Benefit Plan, (iii) neither the Shareholders,
nor HAI or any of its ERISA Affiliates has any liability to the PBGC with
respect to any HAI Benefit Plan or has any liability under ERISA Section 502 or
4071, and (iv) all contributions and payments made or accrued with respect to
all HAI Benefit Plans are deductible under Code Section 162 or Section
404.

    


    
      
        
           


        

        
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      (g)         Other
than routine claims for benefits submitted by participants or beneficiaries, no
claim against, or legal proceeding or investigation involving, any HAI Benefit
Plan is pending or, to the Shareholders’ knowledge, is threatened.

      


      (h)         Each
HAI Benefit Plan that is intended to be qualified under Code Section 401(a) has
received a favorable determination letter from the IRS that it is qualified
under Code Section 401(a) and that its related trust is exempt from federal
income tax under Code Section 501(a) and each such Benefit Plan complies in form
and in operation with the requirements of the Code and meets the requirements of
a “qualified plan” under Section 401(a) of the Code.  To the
Shareholders’ knowledge, no event has occurred or circumstance exists that will
or could give rise to disqualification or loss of tax-exempt status of any such
Benefit Plan or trust.

      


      (i)         There
are no employment, termination, retention, change in control or severance
agreements to which HAI or an ERISA Affiliate is a party, whether written or
oral, for the benefit of any employee or former employee of HAI (“Employment Contracts”) that would in
any way require or bind Buyer or HAI to make any payments to any HAI Personnel
in connection with the transactions contemplated by this Agreement.

      


      (j)         No
liability under Title IV or Section 302 of ERISA has been incurred by HAI or an
ERISA Affiliate that has not been satisfied in full, and no condition exists
that presents a risk to Buyer or any ERISA Affiliate of incurring any such
liability that would in any way require or bind Buyer or HAI to make any
payments to any HAI Personnel in connection with the transactions contemplated
by this Agreement.

      


      (k)         No
Benefit Plan is a “multiemployer pension plan,” as defined in Section 3(37) of
ERISA, nor is any Benefit Plan a plan described in Section 4063(a) of ERISA that
would in any way require or bind Buyer or HAI to make any payments to any HAI
Personnel in connection with the transactions contemplated by this
Agreement.

      


      (l)         Neither
HAI nor any ERISA Affiliate has ever established or contributed to, or had an
obligation to contribute to, any voluntary employees’ beneficiary association
(as described under Code Section 501(c)(9)), any organization or trust described
under in Code Section 501(c)(17) or Code Section 501(c)(20), or any welfare
benefit fund as defined in Code Section 419(e).

      


      (m)         HAI
and its ERISA Affiliates have complied with the provisions of ERISA Section 601
et seq. and Code Section 4980B and with the provisions of ERISA Section 701 et
seq. and Subtitle K of the Code.

      


      (n)         The
consummation of the transactions contemplated by this Agreement will not (i)
entitle any current or former employee or officer of HAI to severance pay,
unemployment compensation or any other payment, or (ii) accelerate the time of
payment or vesting, or increase the amount of compensation due any such employee
or officer.


    

    
      
        
           


        

        
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      (o)       There
are no Benefit Plans or Employment Contracts that provide medical, surgical,
hospitalization, death or similar benefits (whether or not insured) for
employees or former employees of HAI for periods extending beyond their
retirement or other termination of service, other than (i) coverage mandated by
applicable law, (ii) death benefits under any “pension plan,” or (iii) benefits
the full cost of which is borne by the current or former employee (or his
beneficiary).

      


      4.15.       Labor
Relations.  Except as set forth in Schedule 4.15:

      


      (a)       HAI
has engaged in no unfair labor practice within the meaning of the National Labor
Relations Act or state law equivalent, and there exists no pending or, to the
knowledge of HAI, threatened unfair labor practice charges or race, color,
religion, sex, national origin, age or disability discrimination charges against
HAI before any board, department, commission or agency;

      


      (b)       there
are no existing or, to the knowledge of HAI, threatened (i) labor strikes, (ii)
grievances, (iii) representation questions respecting any employees of HAI, or
(iv) arbitration procedures arising out of or under any union contract covering
employees of HAI; and

      


      (c)       HAI
is not a party to any collective bargaining agreement or other labor union
contract applicable to persons employed by HAI.

      


      4.16.       Insurance.  Schedule 4.16 sets forth a correct and
complete list of current insurance policies and coverages carried by or for the
benefit of HAI.  Schedule
4.16 sets forth a list of all pending claims with respect to all such
policies.  With respect to each such insurance policy, except as
otherwise specifically identified in Schedule 4.16: (1) the policy is
legal, valid, binding and enforceable and in full force and effect, (2) the
policy will continue to be legal, valid, binding and enforceable and in full
force and effect on identical terms following the Closing Date, (3) HAI is not
and, to HAI’s knowledge, no other party to the policy is, in breach or default
(including with respect to the payment of premiums or the giving of notices),
and no event has occurred which, with notice or the lapse of time, would
constitute such a breach or default or permit termination, modification or
acceleration, under the policy, and (4) HAI has not, and to HAI’s knowledge no
other party to the policy has, repudiated any provision thereof.  HAI
has been covered during the past five years (dating back from the date of this
Agreement) by insurance in scope and amount customary and reasonable for the
business in which it has engaged during the aforementioned
period.  During the past five (5) years, HAI has not maintained any
self-insurance arrangements.

      


      
4.17.       Intellectual
Property.

      


      (a)       Definition of Intellectual
Property.  The term “Intellectual Property”
means:

      


      (i)        
   all business names, trade names, registered and unregistered
trademarks (including common law marks), trade dress, service marks, and
Internet domain names, URLs, and IP addresses (including all goodwill therein,
and all U.S. federal, state and foreign registrations with respect to any of the
foregoing, and applications for registration of any of the foregoing)
(collectively, “Marks”);

       

    

    
      
        
           


        

        
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      (ii)           all
patents (including all reissues, divisions, continuations, continuations in
part, and extensions thereof), design rights, patent applications, and file
histories (collectively, “Patents”);

      


      (iii)          all
copyrights, whether or not registered, in both published and unpublished works
(including all U.S. and foreign registrations and applications for registration
of the foregoing) and moral rights thereof (collectively, “Copyrights”);

      


      (iv)          all
software (in all forms and in all media) of any computing device, including
(A) any and all software implementations of algorithms, models and
methodologies, (B) software under development, (C) software that has been
sunset or no longer being supported or enhanced, (D) the computer software
supporting any Internet site(s), (E) software used to develop other
software or internet sites, and (F) software for internal operations
(collectively, “Software”);

      


      (v)           all
data, compilations of data and databases (in all forms and in all media), and
all database rights therein (collectively, “Data Rights”);

      


      (vi)          all
descriptions, flow-charts, work product, programmers’ notes, schematics,
specifications, project plans, listing, scripts, software tools, release notes,
logic diagrams, pseudocode, project reports, lists of third party software,
assembly, linking and compilation instructions, end user documentation, IT
personnel documentation, training materials, manuals, system documentation and
similar information suitable and sufficient to enable a person possessing
reasonable skill and expertise in computer software and information technology
to design, plan, organize, develop, install, build, load, operate, support,
maintain, modify, improve, correct errors to, enhance, and distribute the
Software and any databases containing Data (as defined in Section 4.17(n)) (collectively,
“Documentation”);
and

      


      (vii)         all
other know-how, Trade Secrets (as defined in Section 9.1), Confidential Information
(as defined in Section 9.1), customer lists,
technical documentation, technical information, data, technology, research
records, inventions, plans, ideas, drawings, schematics, compilations, devices,
formulas, designs, discoveries, prototypes, methods, techniques, processes,
procedures, programs, or codes, whether tangible or intangible.

      


      (b)       Ownership and Use of Intellectual
Property.  HAI owns, or has the right to use pursuant to
licenses, sublicenses, agreements, or permissions, all Intellectual Property
used by the Business currently and as presently proposed to be
conducted.  The consummation of the transactions provided for under
this Agreement will not result in the loss or impairment of any such
Intellectual Property.  Each item of Intellectual Property used by the
Business will be owned or available for use by HAI on identical terms and
conditions immediately subsequent to the Closing Date.  HAI has taken
all necessary and desirable actions to maintain and protect each item of
Intellectual Property used by the Business, including the making of all filings
and recordations with respect to such Intellectual Property as required in order
to maintain and protect its interests in such Intellectual
Property.

      


      (c)       Infringement of Third Party Intellectual
Property Rights.  HAI has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property
rights of third parties.  HAI has not received any charge, complaint,
claim, demand, or notice alleging any such interference, infringement,
misappropriation, or violation (including any claim that HAI must license or
refrain from using any Intellectual Property rights of any third
party).  HAI will not interfere with, infringe upon, misappropriate,
or otherwise come into conflict with, any Intellectual Property rights of third
parties as a result of the continued operation of the Business as conducted on
the Closing Date and as presently proposed to be conducted.

       

    

    
      
        
           


        

        
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      (d)       Infringement of HAI Intellectual Property
Rights.  To the knowledge of HAI, no third party (including any
present or former employee, consultant, or shareholder) has interfered with,
infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property rights of HAI.

      


      (e)       Owned Intellectual
Property.  Schedule 4.17(e) lists each Mark,
Patent and Copyright owned by HAI with respect to any of its Intellectual
Property used by the Business.  HAI has delivered to Buyer correct and
complete copies of all registrations or applications for such Marks, Patents and
Copyrights (as amended to date) and has made available to Buyer correct and
complete copies of all other written documentation evidencing ownership and
prosecution (if applicable) of each such item.  Schedule 4.17(e) also identifies
all Software owned by HAI (whether or not the Copyright therein has been
registered).  With respect to each item of Intellectual Property
required to be identified in Schedule
4.17(e):

      


      (i)          
 HAI possesses all right, title, and interest in and to the item, free and
clear of any and all Liens.

      


      (ii)           The
item is not subject to any outstanding injunction, judgment, order, decree,
ruling, or charge.

      


      (iii)          No
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or
demand is pending or threatened which challenges the legality, validity,
enforceability, use, or ownership of the item.

      


      (iv)           HAI
is under no obligation to grant any right, license or permission to use, or with
respect to, any of the Intellectual Property other than as set forth on Schedule 4.17(k).

      


      (v)           No
(A) government funding; (B) facilities of a university, college, other
educational institution or research center; or (C) funding from any Person
(other than funds received in consideration for HAI’s capital stock or ownership
interests or from Customers (as defined in Section 4.20)) was used in the
development of the item.  To HAI’s knowledge, no current or former
employee, consultant or independent contractor of HAI, who was involved in, or
who contributed to, the creation or development of the item, has performed
services for the government, university, college or other educational
institution or research center during a period of time during which such
employee, consultant or independent contractor was also performing services for
HAI.

      


      (f)    
   Patents.  With respect to
the Patents required to be disclosed on Schedule 4.17(e):

      


      (i)           
Each issued Patent is in compliance with all applicable requirements (including
the payment of filing, examination and maintenance fees and proofs of working or
use), and, except with respect to each application for a Patent that has not yet
been issued, is valid, subsisting, enforceable and in full force and
effect.

    

     

    
      
        
           


        

        
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      (ii)           No
Patent has been or is now involved in any interference, reissue, reexamination
or opposition proceeding, there is no potentially interfering patent or patent
application of any third party; there are no inventorship disputes with respect
to the Patents concerning any named or unnamed inventors; and the validity and
scope of the rights under the Patents and HAI’s rights and title thereto or
rights therein have not been questioned in any prior litigation, are not being
questioned in any pending litigation, and are not the subject of any threatened
or proposed litigation (and HAI has not received notice of any such threatened
or proposed litigation).

      


      (g)       Marks.  With respect to the
Marks required to be disclosed on Schedule 4.17(e):

      


      (i)           
All Marks that have been registered with the United States Patent and Trademark
Office are currently in compliance with all formal legal requirements (including
the timely post-registration filing of affidavits of use and incontestability
and renewal applications), are valid, subsisting and enforceable, and are not
subject to any maintenance fees or taxes or actions falling due within one year
after the date hereof.

      


      (ii)           No
Mark has been or is now involved in any opposition, invalidation, or
cancellation proceeding and no such action or proceeding is threatened with
respect to any of the Marks.

      


      (iii)          All
materials displaying the Marks bear the proper federal registration notice where
permitted or required by law.

      


      (h)       Copyrights.  With respect to
the Copyrights required to be disclosed in Schedule 4.17(e), HAI is in
compliance with all legal requirements applicable to all registrations of the
Copyrights, and all such registrations of the Copyrights are valid, subsisting
and enforceable, and are not subject to any maintenance fees or taxes or actions
falling due within one year after the date hereof.  All works have
been marked with appropriate copyright notices.

      


      (i)        Software.  All Software
owned, used or licensed by HAI performs in accordance with its specifications in
all material respects.  Such Software operates without material
malfunctions or design failures and does not fail to provide the appropriate
results when used; provided that HAI does not represent that the Software is
error free or operates without defects..  With respect to the Software
required to be identified on Schedule 4.17(e):

      


      (i)          
 Such Software was either (A) developed by employees of HAI within the
scope of their employment or (B) developed by independent contractors or
consultants who have assigned all of their rights in and to the Software to HAI
pursuant to written agreements.

      


      (ii)           Except
as identified in Schedule
4.17(i)(ii), HAI does not have any obligation to provide maintenance or
support services with respect to any such Software to any third
party.

    

     

    
      
        
           


        

        
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      (iii)          Except
as identified in Schedule
4.17(i)(iii), HAI has not entered into any source code escrow or similar
arrangement under which a third party does, or could in the future upon the
occurrence of certain events, have the right to obtain the source code for any
such Software.

      


      (iv)          The
Documentation and source code for such Software has been developed and is as
accurate in all material respects.  The source code and Documentation
relating to such Software (A) has at all times been maintained in strict
confidence, (B) has been disclosed only to employees who have a need to know in
connection with the performance of their duties to HAI, and who have executed
appropriate nondisclosure agreements as contemplated in Section 4.17(j)(ii) hereof, and (C)
has not been disclosed to any third party not under an obligation to maintain
the confidential nature of such information.

      


      (j)        Trade Secrets.

      


      (i)          
 HAI has taken all reasonable precautions to protect the secrecy,
confidentiality, and value of its Trade Secrets.

      


      (ii)           HAI
has obtained or entered into written agreements with its respective HAI
Personnel and with third parties in connection with the disclosure to, or use or
appropriation by, HAI Personnel and third parties, of Trade Secrets owned by
HAI, restricting the use, disclosure or appropriation of such Trade Secrets, and
HAI does not know of any situation involving such HAI Personnel or third party
use, disclosure or appropriation of any such Trade Secrets in which the lack of
such written agreement is likely to adversely affect the right of HAI to protect
the Trade Secret from unauthorized use or disclosure under applicable
law.  True, correct and complete copies of such agreements have been
delivered to Buyer.

      


      (k)       Licenses of Intellectual Property by
HAI.  Schedule 4.17(k) identifies and
includes a brief summary of each license, agreement, or other permission that
HAI has granted to any third party other than customers with respect to any of
its Intellectual Property.  HAI has delivered to Buyer a true, correct
and complete copy of each such license, agreement, or permission (as amended to
date).  With respect to each license, agreement, or permission
required to be identified in Schedule 4.17(k):

      


      (i)           
The license, sublicense, agreement, or permission is legal, valid, binding,
enforceable, and in full force and effect against HAI and each other party
thereto.

      


      (ii)           The
license, sublicense, agreement, or permission will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical terms following
the consummation of the transactions contemplated by this
Agreement.

      


      (iii)          No
party to the license, sublicense, agreement, or permission is in breach or
default, and no event has occurred which with notice or lapse of time or both
would constitute a breach or default or permit termination, modification, or
acceleration under the license, sublicense, agreement, or
permission.

      


      (iv)          No
party to the license, sublicense, agreement, or permission has repudiated any
provision thereof.

       

    

    
      
        
           


        

        
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      (l)        Licenses of Intellectual Property to
HAI.  Schedule 4.17(l) lists each item
of Intellectual Property that any third party owns and that HAI uses pursuant to
licenses, sublicenses, agreements, or permissions (other than commercially
available Intellectual Property licensed via a “click-wrap” or “shrink-wrap”
license).  HAI has delivered to Buyer true, correct and complete
copies of all such licenses, sublicenses, agreements, and permissions (as
amended to date).  Schedule 4.17(l) includes a
summary of any license fee, royalty or other payment obligations of HAI under
the applicable license, sublicense, agreement, or permission.  With
respect to each item of Intellectual Property required to be identified in Schedule 4.17(l):

      


      (i)         
  The license, sublicense, agreement, or permission covering the item
is legal, valid, binding, enforceable, and in full force and
effect.

      


      (ii)           The
license, sublicense, agreement, or permission will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical terms following
the consummation of the transactions contemplated by this
Agreement.

      


      (iii)          No
party to the license, sublicense, agreement, or permission is in breach or
default, and no event has occurred which with notice or lapse of time or both
would constitute a breach or default or permit termination, modification, or
acceleration under the license, sublicense, agreement, or
permission.

      


      (iv)          No
party to the license, sublicense, agreement, or permission has repudiated any
provision thereof.

      


      (v)           With
respect to each sublicense, to the knowledge of HAI, the representations and
warranties set forth in Section 4.17(k)(i) through (iv) are true and correct with respect
to the underlying license.

      


      (vi)          To
the knowledge of HAI, the underlying item of Intellectual Property is not
subject to any outstanding injunction, judgment, order, decree, ruling, or
charge.

      


      (vii)         To
the knowledge of HAI, no action, suit, proceeding, hearing, investigation,
charge, complaint, claim, or demand is pending or threatened that challenges the
legality, validity, or enforceability of the underlying item of Intellectual
Property.

      


      (viii)        HAI
has granted no sublicense or similar right with respect to the license,
sublicense, agreement, or permission.

      


      (m)      Royalties and other Payment
Obligations.  HAI is not obligated to make any payments by way
of any royalties, fees or otherwise to any owner, licensor or other claimant to
any intellectual property rights for the ownership, transfer or use thereof
other than as expressly required under any license, sublicense, agreement, or
permission disclosed on Schedule 4.17(l).

      


      (n)       Data.  The Data Rights and
information used by HAI in providing products or services, in keeping track of
the financial and business relationships between HAI and Customers and in
managing the business of the Business (collectively, the “Data”) (i) does not violate the
privacy rights of any Person, (ii) does not infringe upon, misappropriate,
conflict with or violate the Intellectual Property rights of any Person, (iii)
was collected and acquired in accordance with all applicable laws and
agreements, and (iv) when used by HAI, in the manner in which the Data was
used prior to the date hereof, does not violate any applicable law or
agreement.  HAI has taken all commercially reasonable steps to
maintain the confidentiality and proprietary nature of the Data.

       

    

    
      
        
           


        

        
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      (o)       Agreements with
Employees.  All former and current employees of HAI who have
worked in or provided any services to the Business have executed written
agreements assigning to HAI all rights to any inventions, improvements, works of
authorship, discoveries, inventions, or information of HAI.  True,
correct and complete copies of such agreements have been delivered to
Buyer.  No employee of HAI who has worked in or provided any services
to the Business has entered into any agreement that restricts or limits in any
way the scope or type of work in which the employee may be engaged or requires
the employee to transfer, assign or disclose information concerning his work to
anyone other than HAI.

      


      4.18.       Code
Quality.

      


      (a)       Software.  Except as set
forth on Schedule 4.18(a)
(such Schedule to set forth (i) the name of each such Software, (ii) how such
Software is or was used by HAI, (iii) whether such Software has been modified by
or on behalf of HAI, (iv) whether such Software has been delivered by HAI
to third parties and, if so, the identity of such third parties, (v) where such
Software was obtained, and (vi) a copy or true and correct reference to the
license under which such Software is licensed to HAI), none of the Software
marketed by HAI contains, comprises, incorporates, or combines, and is not
derived from or based on, any Open Source Software.  HAI is in
compliance with all of the terms and conditions of each license under which the
Open Source Software is distributed and/or licensed.  For the purposes
of this Agreement, “Open Source
Software” means (1) any Software that contains, or is derived in any
manner (in whole or in part) from, any software that is distributed as free
software, open source software (e.g. Linux) or similar licensing or distribution
models; and/or (2) any Software that requires as a condition of use,
modification and/or distribution that such Software or other Software
incorporated into, derived from or distributed with such Software, or into which
such Software has been incorporated: (A) be disclosed or distributed in source
code form; (B) be licensed for the purpose of making derivative works; or (C) be
redistributable at no charge.  Open Source Software includes Software
licensed or distributed under any of the following licenses or distribution
models, or licenses or distribution models similar to any of the following:
GNU's General Public License (GPL), GNU's Lesser/Library General Public License
(LGPL), the Artistic License (e.g., PERL), the Berkeley license (BSD), the
Mozilla Public License, the Netscape Public License, the Sun Community Source
License (SCSL), the Sun Industry Source License (SISL), and the Apache Software
license.

      


      (b)       Disabling Devices.  The
Software owned by HAI, and, to the knowledge of HAI, the Software described in
Sections 4.17(k) and 4.17(l) (other than Software owned by
HAI), does not contain any virus, Trojan horse, worm, time bomb, drop dead
device, or other software routines (collectively, “Virus”) designed (i) to permit
unauthorized access by third parties, HAI or Buyer, or (ii) to disable,
delete, repossess, modify, damage, erase, or otherwise interfere with or
adversely affect the use and operation of such Software and/or any data,
hardware or other Software.  Prior to each delivery of each version,
revision, release, bug fix or other modification of Software to its Customers,
HAI has used industry standard measures to determine if such Software contains
any Viruses.

       

    

    
      
        
           


        

        
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      (c)       Building the Software.  HAI
possesses and has separately stored the source code and Documentation of each
and every version and release of the Software currently licensed to or used by
Customers sufficient to allow each such version and release to be assembled,
linked and compiled into the actual machine readable version and release used by
each such Customer.

      


      4.19.       Transactions with
Affiliates.  Except as set forth on Schedule 4.19 or as expressly
contemplated by this Agreement, no officer, director or shareholder of HAI, or
any Person with whom any such officer, director or shareholder has any direct or
indirect relation by blood, marriage, or adoption, or any entity in which any
such Person owns any beneficial interest (other than a publicly held corporation
whose stock is traded on a national securities exchange and less than 5% of the
stock of which is beneficially owned by all such Persons in the aggregate) or
any Affiliate of any of the foregoing, or any current or former Affiliate of HAI
has any interest in any contract, arrangement, or understanding with, or
relating to, the Business or the Advantage Reimbursement Performed
Contracts.  For purposes of this Agreement, “Affiliate” of any specified Person
means any other Person directly or indirectly Controlling or Controlled by or
under direct or indirect common Control with such specified
Person.  For purposes of this definition, “Control,” “Controlling,” and “Controlled,” when used with respect to
any specified Person, means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.  In addition, for purposes of
this definition, “Person” means
any individual, corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, Governmental Authority or similar
entity.

      


      4.20.       Customer
Relations.  Schedule 4.20 contains a complete and
accurate list, as of the date hereof, of the names and addresses of all of the
current customers of the Business (collectively, the “Customers”).  HAI maintains
good relations with each of its Customers, and, to the knowledge of HAI, no
event other than as listed in Schedule
4.20 has occurred that would constitute a default, or event of default,
or event which with or without due notice or lapse of time or both would
constitute a default or event of default or would materially and adversely
affect HAI’s relations with any such Customer.  Except as set forth in
Schedule 4.20, no Customer
during the last 12 months has asserted a default, canceled, terminated or made
any threat to assert a default, cancel or otherwise terminate its contract or,
in the case of Customers, to decrease its usage of HAI’s services or
products.  HAI has received no notice and has no knowledge to the
effect that any current Customer may terminate or materially alter its business
relations with HAI, as a result of the past actions or inactions by HAI, as a
result of the transactions contemplated by this Agreement or
otherwise.

      


      4.21.       Nondisclosed
Payments; Ethical Practices.  Neither HAI nor the officers,
directors, employees or shareholders of HAI has made or received any payments
not correctly categorized and fully disclosed in HAI’s books and records in
connection with or in any way relating to or affecting HAI or the
Business.  Neither HAI nor any representative thereof has offered or
given, and HAI has no knowledge of any Person that has offered or given on its
behalf, anything of value to:  (i) any official of a Governmental
Authority, any political party or official thereof, or any candidate for
political office; (ii) any Customer or member of any Governmental Authority; or
(iii) any other Person, in any such case while knowing or having reason to know
that all or a portion of such money or thing of value may be offered, given or
promised, directly or indirectly, to any Customer, member of any Governmental
Authority or candidate for political office for the purpose of the following:
(x) influencing any action or decision of such Person, in such Person’s official
capacity, including a decision to fail to perform such Person’s official
function; (y) inducing such Person to use such Person’s influence with any
Governmental Authority or instrumentality thereof to affect or influence any act
or decision of such Governmental Authority or instrumentality to assist HAI in
obtaining or retaining business for, or with, or directing business to, any
Person; or (z) where such payment would constitute a bribe, kickback or illegal
or improper payment to assist HAI in obtaining or retaining business for, or
with, or directing business to, any Person.

       

    

    
      
        
           


        

        
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      4.22.       Brokers, Finders and Investment
Bankers.  Neither HAI nor either of the Shareholders has
employed any broker, finder, investment banker or other intermediary or incurred
any liability for any investment banking fees, financial advisory fees,
brokerage fees, finders’ fees or other similar fees in connection with the
transactions contemplated herein.

      


      4.23.       Bank Accounts; Powers of
Attorney.  Schedule 4.23 sets forth (a) a
complete and correct list of all bank accounts and safe deposit boxes of HAI and
all persons authorized to sign or otherwise act with respect thereto as of the
date hereof and (b) a complete and correct list of all persons holding a
general or special power of attorney granted by HAI and a complete and correct
copy thereof.

      


      4.24.       Environment, Health and
Safety.  Since January 1, 2007, and to HAI’s knowledge
prior to January 1, 2007, each of HAI and, to HAI’s knowledge, HAI’s
predecessors and Affiliates has complied with all applicable laws (including
rules and regulations thereunder) of federal, state, local and foreign
governments (and all agencies thereof) concerning the environment, public health
and safety and employee health and safety, and no charge, complaint, action,
suit, proceeding, hearing, investigation, claim, demand or notice has been filed
or commenced against any of them alleging any failure to comply with or
liabilities arising under any such law or regulation.  Without
limiting the generality of the foregoing:

      


      (a)           HAI
has no Liability and HAI has not received any notification of potential
responsibility (and there is no basis related to the past or present operations,
properties or facilities of HAI and, to HAI’s knowledge, HAI’s predecessors and
Affiliates for any present or future charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand against HAI giving rise to
any liability) under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the
Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe
Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse
Act of 1988 or the Emergency Planning and Community Right-to-Know Act of 1986
(each as amended), or any other law (or rule or regulation thereunder) of any
federal, state, local or foreign government (or agency thereof), concerning
release or threatened release of hazardous substances, public health and safety
or pollution or protection of the environment;

      


      (b)           HAI
has no liability (and none of HAI and, to HAI’s Knowledge, HAI’s predecessors
and Affiliates has handled or disposed of any substance, arranged for the
disposal of any substance or owned or operated any property or facility in any
manner that could form the basis for any present or future charge, complaint,
action, suit, proceeding, hearing, investigation, claim or demand against HAI
giving rise to any liability) for damage to any site, location or body of water
(surface or subsurface) or for illness or personal injury;

      


      (c)           HAI
has obtained and been in compliance with all of the terms and conditions of all
permits, licenses and other authorizations which are required under, and has
complied with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables which are
contained in, all federal, state, local and foreign laws (including rules,
regulations, codes, plans, judgments, orders, decree stipulations, injunctions
and charges thereunder) relating to public health and safety, work, health and
safety, and pollution or protection of the environment, including laws relating
to emissions, discharges, releases or threatened releases of pollutants,
contaminants or chemical industrial, hazardous or toxic materials or wastes into
ambient air, surface water, ground water or lands or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage disposal,
transport or handling of pollutants, contaminants or chemical, industrial,
hazardous or toxic materials or wastes;

       

    

    
      
        
           


        

        
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      (d)           All
properties and equipment used in the business of HAI have been free of asbestos,
PCBs, dioxins, dibenzofurans and “Extremely Hazardous Substances” (as defined in
Section 302 of the Emergency Planning and Community Right-to-Know Act of 1986,
as amended);

      


      (e)           All
product labeling of HAI has been in conformity with applicable laws (including
rules and regulations thereunder); and

      


      (f)           No
pollutant, contaminant or chemical, industrial, hazardous or toxic material or
waste ever has been buried, stored, spilled, leaked, discharged, emitted or
released on any real property that HAI ever has owned or that HAI leases or ever
has leased.

      


      4.25.       Claims Against Officers and
Directors.  There are no pending or threatened claims
against any director, officer, employee or agent of HAI or any other Person
which could give rise to any claim for indemnification against HAI.

      


      4.26.       Disclosure.  No
representation, warranty or covenant made by HAI or either of the Shareholders
in this Agreement (including the schedules hereto) contains an untrue statement
of a material fact or omits to state a material fact required to be stated
herein or necessary to make the statements contained herein, in light of the
circumstances in which they were made, not misleading.

      


      For
purposes of this Agreement, “knowledge of HAI,” “HAI’s knowledge” and any
similar terms mean the actual knowledge, after reasonable inquiry, of Belhumeur,
Pereira, Jennifer Keiser or Jeanne Lugli.

      


      ARTICLE
V

       

      REPRESENTATIONS
AND WARRANTIES OF BUYER

      


      Buyer
represents and warrants to each Shareholder as follows:

      


      5.1.     
   Organization, Power and Good
Standing.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
and has all requisite power and authority  to own or hold under lease
its properties and assets and to carry on its business as now
conducted.

      


      5.2.         Authority.  This
Agreement and each other certificate, agreement, document or instrument to be
executed and delivered by Buyer in connection with the transactions contemplated
by this Agreement (collectively, the “Buyer Ancillary Documents”) have been
duly executed and delivered by Buyer and constitute the valid and legally
binding agreements of Buyer enforceable against Buyer in accordance with their
respective terms.  The execution, delivery and performance of this
Agreement and the Buyer Ancillary Documents and the consummation of the
transactions contemplated by this Agreement and the Buyer Ancillary Documents
have been duly authorized by all necessary corporate action on the part of
Buyer.

       

    

    
      
        
           


        

        
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    5.3.         No
Violation.  Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby (a) will
constitute a violation of, or be in conflict with, or result in a cancellation
of, or constitute a default under, or create (or cause the acceleration of the
maturity of) any debt, obligation or liability affecting, or result in the
creation or imposition of any security interest, lien, or other encumbrance
upon, any of the assets owned or used by Buyer under:  (i) any term or
provision of the Certificate of Incorporation or By-Laws (or other organic
document) of Buyer; (ii) any judgment, decree, order, regulation or rule of any
court or Governmental Authority applicable to Buyer; (iii) any statute or law
applicable to Buyer; or (iv) any contract, agreement, indenture, lease or other
commitment to which Buyer is a party or by which Buyer is bound; or (b) will
cause any material change in the rights or obligations of any party under any
such contract, agreement, indenture, lease or commitment.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority with respect to Buyer is required in connection
with the execution, delivery or performance of this Agreement or the Buyer
Ancillary Documents by Buyer, or the consummation of the transactions
contemplated by this Agreement or the Buyer Ancillary Documents by
Buyer.

    


    5.4.         Disclosure.  No
representation or warranty of Buyer made hereunder or in any certificate,
statement or other document delivered by or on behalf of Buyer hereunder
contains any untrue statement of material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.

    


    5.5.         Brokers,
Finders and Investment Bankers.  Buyer has not employed any
broker, finder, investment banker or other intermediary or incurred any
liability for any investment banking fees, financial advisory fees, brokerage
fees, finders’ fees or other similar fees in connection with the transactions
contemplated herein.

    


    ARTICLE
VI

    ACTION PRIOR TO THE CLOSING
DATE

    


    The
respective parties hereto covenant and agree to take the following actions
between the date hereof and the Closing Date:

    


    6.1.         Access to
Information.  HAI shall afford the officers, employees and
authorized representatives of Buyer and Advantage Reimbursement, LLC (including
independent public accountants and attorneys) reasonable access during normal
business hours to the offices, properties, employees and business and financial
records (including computer files, retrieval programs and similar documentation)
and shall furnish to Buyer or Advantage Reimbursement, LLC or their respective
authorized representatives such additional information concerning the Contracts,
the Advantage Reimbursement Performed Contracts, the Business and the operations
of HAI as shall be reasonably requested, including all such information as shall
be necessary to enable Buyer, Advantage Reimbursement, LLC or their respective
representatives to verify the accuracy of the representations and warranties
contained in this Agreement, to verify that the covenants of HAI and the
Shareholders contained in this Agreement have been complied with and to
determine whether the conditions set forth in Article VII have been
satisfied.  Buyer agrees that such investigation shall be conducted in
such a manner as not to interfere unreasonably with the operations of
HAI.  No investigation made by Buyer or Advantage Reimbursement, LLC
or their respective representatives hereunder shall affect the representations
and warranties of HAI or either of the Shareholders.

    


    
      
        
           


        

        
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    6.2.         Preserve
Accuracy of Representations and Warranties; Notification of Certain
Matters.

    


    (a)       Each
party hereto shall refrain from taking or omitting to take any action which
would render any representation or warranty contained in Article IV or V inaccurate as of
the Closing Date.  Each party shall promptly notify the other of any
action, suit or proceeding that shall be instituted or threatened against such
party to restrain, prohibit or otherwise challenge the legality of any
transaction contemplated by this Agreement.

    


    (b)       HAI
will notify Buyer of (i) any material adverse change in the condition of the
Tangible Assets, the Contracts, the Advantage Reimbursement Performed Contracts
or the Business, (ii) any lawsuit, claim, proceeding or investigation that is
threatened, brought, asserted or commenced against HAI, (iii) any notice or
other communication from any third Person alleging that the consent of such
third Person is or may be required in connection with the transactions
contemplated by this Agreement, and (iv) any material default under any Contract
or event which, with notice or lapse of time or both, would become such a
default on or prior to the Closing Date and of which HAI has
knowledge.

    


    6.3.         Consents
of Third Parties.  HAI and the Shareholders will act diligently
and reasonably in attempting to obtain, before the Closing Date, the consent,
approval or waiver, in form and substance reasonably satisfactory to Buyer, from
any party to any Contract or Advantage Reimbursement Performed Contract required
to be obtained in connection with the transactions contemplated hereby or to
assign or transfer the Advantage Reimbursement Performed Contract to Advantage
Reimbursement, LLC or to otherwise satisfy the condition set forth in Section 7.4.  None
of HAI, Buyer or Advantage Reimbursement, LLC shall have any obligation to offer
or pay any consideration in order to obtain any such consents or
approvals.  HAI shall not make any agreement or understanding
affecting the Contracts, the Advantage Reimbursement Performed Contracts or the
Business as a condition for obtaining any such consents or waivers except with
the prior written consent of Buyer.  During the period prior to the
Closing Date, Buyer shall act diligently and reasonably to cooperate with HAI in
attempting to obtain the consents, approvals and waivers contemplated by this
Section 6.3.

    


    6.4.         Operations
Prior to the Closing Date.  HAI shall operate and carry on the
Business only in the ordinary course and substantially as presently
operated.  Consistent with the foregoing, HAI shall keep and maintain
its assets in good operating condition and repair and shall use its best efforts
consistent with good business practice to maintain the business organization of
HAI intact and to preserve the goodwill of the suppliers, contractors,
licensors, employees, customers, distributors and others having business
relations with HAI.  In connection therewith, HAI shall not attempt to
persuade any employee or agent of HAI to terminate his or her relationship with
HAI in anticipation of or after the Closing.  HAI shall incur (i)
trade payables, (ii) deferred revenue and (iii) liabilities associated with HAI
“paid time off”, only in the ordinary course of the Business and only in amounts
that are not in excess of the amount of such liabilities traditionally incurred
by HAI in HAI’s past operation of the Business.

    


    6.5.         Non-Solicitation.  During
the period commencing on the date hereof and continuing until the termination of
this Agreement, neither HAI nor either of the Shareholders will provide or
permit their respective representatives (a) to provide any information with
respect to HAI or the Business to any Person who has identified itself as a
prospective purchaser of HAI or a prospective purchaser or licensor of any of
HAI’s assets (other than in the conduct of HAI’s Business in the ordinary
course); (b) to solicit or discuss any transaction relating to any sale, license
(other than in the ordinary conduct of HAI’s Business in the ordinary course) or
change in control of any of the capital stock, Business or assets of HAI, any
merger of HAI with or into any other entity, any corporate reorganization
relating to any or all of HAI or its assets or indebtedness or any other
significant corporate transaction involving HAI.  HAI and each of the
Shareholders each further agree to notify Buyer promptly if any third party
makes any proposal, offer, inquiry or contact with respect to any of the
foregoing.

    


    
      
        
           


        

        
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    ARTICLE
VII

     

    CONDITIONS PRECEDENT TO
OBLIGATIONS OF BUYER

    


    The
obligations of Buyer under this Agreement shall, at the option of Buyer, be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions:

    


    7.1.         No
Misrepresentation or Breach of Covenants and Warranties.  There
shall have been no material breach by HAI or either of the Shareholders in the
performance of any of its covenants and agreements herein; each of the
representations and warranties of the Shareholders contained or referred to
herein shall be true and correct on the Closing Date as though made on the
Closing Date, except for changes therein specifically permitted by this
Agreement or resulting from any transaction expressly consented to in writing by
Buyer; and there shall have been delivered to Buyer a certificate to such
effect, dated the Closing Date, signed (i) on behalf of HAI by an authorized
officer of HAI, and (ii) jointly by the Shareholders.

    


    7.2. 
       No
Changes or Destruction of Property.  Between the date hereof
and the Closing Date, there shall have been (a) no material adverse change in
HAI’s assets, the Advantage Reimbursement Performed Contracts, the Business of
HAI or the operations, liabilities, profits, prospects or condition (financial
or otherwise) of HAI; (b) no material adverse federal or state legislative or
regulatory change affecting the business of HAI or the Business; and (c) no
material damage to the assets of HAI by fire, flood, casualty, act of God or the
public enemy or other cause, regardless of insurance coverage for such damage;
and there shall have been delivered to Buyer a certificate to such effect, dated
the Closing Date and signed (i) on behalf of HAI by an authorized officer of
HAI, (ii) by each of the Shareholders.

    


    7.3.         No
Restraint or Litigation.  No action, suit, investigation or
proceeding shall have been instituted or threatened to restrain or prohibit or
otherwise challenge the legality or validity of the transactions contemplated
hereby.

    


    7.4.         Necessary
Consents.  The Shareholders shall have received all necessary
consents to the transactions contemplated hereby from the other parties to all
contracts, leases, agreements and permits to which HAI is a party, including the
Advantage Reimbursement Performed Contracts, or by which HAI or any of its
assets is affected or are otherwise necessary to prevent a material adverse
change in HAI or in the Business.  Each of the Advantage Reimbursement
Performed Contracts shall have been legally assigned to Advantage Reimbursement,
LLC pursuant to its terms.  Notwithstanding the foregoing, the
Shareholders shall not be required to obtain, prior to the Closing, the
necessary consents to the agreement with Empire Home Infusion Services,
Inc.  Each of the Shareholders shall use his respective best efforts
after the Closing to obtain any consent necessary to any such
assignment.

    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

    


    7.5.         Satisfactory
Completion of Due Diligence.  Buyer shall have completed
Buyer’s due diligence review of HAI and the Business with results that are
satisfactory to Buyer as determined in Buyer’s sole discretion.

    


    7.6.         401(k)
Plan.  HAI shall have transferred sponsorship of the HAI/McCabe
401(k) Plan from HAI to McCabe & Associates, Inc.

    


    7.7.         Automobile
Leases; Tickets.  All automobiles leased by HAI shall be
assigned from HAI to another Person, and such Person shall assume all
liabilities relating thereto.  All New England Patriots football
tickets currently held by HAI shall be transferred and assigned to, and assumed
by, another Person.

    


    7.8.         Approval
by Buyer’s Board of Directors.  The consummation of the
transactions contemplated by this Agreement shall have been approved by the
board of directors of Buyer.

    


    7.9.         Closing
Deliveries.  The delivery by the Shareholders of each of the
items set forth in Section
3.4.

    


    7.10.       Satisfaction
of Advantage Reimbursement Purchase Agreement Conditions.  The
satisfaction of each of the conditions set forth in Sections 8.1 through 8.7 of
the Advantage Reimbursement Purchase Agreement.

    


    7.11.       Assignment
of Advantage Reimbursement Performed Contracts. HAI shall have conveyed,
assigned, transferred and delivered to Advantage Reimbursement, LLC, and
Advantage Reimbursement, LLC shall have acquired from HAI, all of HAI’s right,
title and interest in and to the Advantage Reimbursement Performed
Contracts.

    


    ARTICLE
VIII

    


    CONDITIONS PRECEDENT TO
OBLIGATIONS OF THE SHAREHOLDERS

    


    The
obligations of the Shareholders under this Agreement shall, at the option of the
Shareholders, be subject to the satisfaction, on or prior to the Closing Date,
of the following conditions:

    


    8.1.         No
Misrepresentation or Breach of Covenants and Warranties.  There
shall have been no material breach by Buyer in the performance of any of its
covenants and agreements herein; each of the representations and warranties of
Buyer contained or referred to in this Agreement shall be true and correct on
the Closing Date as though made on the Closing Date, except for changes therein
specifically permitted by this Agreement or resulting from any transaction
expressly consented to in writing by the Shareholders or any transaction
contemplated by this Agreement; and there shall have been delivered to the
Shareholders a certificate to such effect, dated the Closing Date and signed on
behalf of Buyer by an authorized officer of Buyer.

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


    8.2.         No
Restraint or Litigation.  No action, suit, investigation or
proceeding shall have been instituted or threatened to restrain or prohibit or
otherwise challenge the legality or validity of the transactions contemplated
hereby.

    


    8.3.         Closing
Deliveries.  The delivery by Buyer of each of the items set
forth in Section
3.3.

    


    8.4.         Satisfaction
of Advantage Reimbursement Purchase Agreement Conditions.  The
satisfaction of each of the conditions set forth in Sections 9.1 through 9.3 of
the Advantage Reimbursement Purchase Agreement.

    


    ARTICLE
IX

    


    CONFIDENTIAL INFORMATION;
NON-COMPETITION

    


    9.1.     
   Definitions.  For
purposes of this Article IX, the
following terms shall have the meanings set forth below:

    


    (a)       “Confidential
Information” means any data or information of HAI, other than Trade
Secrets, which is valuable to HAI and not generally known to competitors,
including general business information, industry information, analyses, and
other information of a proprietary nature that was developed or compiled by
HAI;

    


    (b)         “Restricted
Activities” means the development, sale, purchase, license, or
distribution of any software products or systems that are a competitive
replacement for the Software marketed by the Business, or assisting any third
party to engage in such activities;

    


    (c)       “Restricted Entities”
means the Shareholders, their respective Affiliates and their respective
employees, officers, contractors and consultants.

    


    (d)       “Restricted Period”
means the period beginning on the Closing Date and ending on the second
anniversary of the Closing Date;

    


    (e)       “Territory” means the
United States of America, such area being where Customers and actively sought
prospective customers of HAI are located; and

    


    (f)        “Trade Secrets” means
information of HAI, without regard to form, including, but not limited to,
technical or nontechnical data, formulas, patterns, compilations,
programs,  devices, methods, techniques, drawings, processes,
financial data, financial plans, product plans, or a list of actual or potential
customers or suppliers which is not commonly known by or available to the public
and which information: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other Persons who can obtain economic value from its disclosure or
use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.

    


    9.2.         Trade
Secrets and Confidential Information.

    


    (a)       Trade
Secrets.  Each of the Shareholders agree not to, and agree to
cause all of their respective Affiliates not to, use or disclose any Trade
Secrets for so long as the pertinent information remains Trade Secret
information (and, in any event, throughout the Restricted Period), regardless of
whether the Trade Secrets are in written or tangible form, without the prior
written consent of Buyer.  Nothing in this Agreement shall diminish
the rights of Buyer regarding the protection of Trade Secrets and other
Intellectual Property pursuant to applicable law.

    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

    


    (b)       Confidential
Information.  The Shareholders each agree that during the
Restricted Period, each Shareholder will hold in confidence all Confidential
Information, and neither Shareholder will disclose, publish, or make use of
Confidential Information without the prior written consent of
Buyer.

    


    9.3.         Noncompetition.

    


    (a)       Acknowledgment.  The
Shareholders each acknowledge that HAI conducts the Restricted Activities
throughout the Territory and that to protect adequately the interest of Buyer in
the Business, it is essential that any noncompetition covenant with respect
thereto cover all Restricted Activities and the entire Territory for the
duration of the Restricted Period.

    


    (b)       Noncompetition
Covenant.  The Shareholders each agree that none of the
Restricted Entities will, during the Restricted Period, directly or by assisting
others, conduct Restricted Activities in the Territory or otherwise engage in,
have an equity or profit interest in, or render services (of an executive,
marketing, manufacturing, research and development, administrative, financial,
or consulting nature) to any business that conducts any of Restricted Activities
in the Territory.  Notwithstanding anything in this Agreement to the
contrary, such persons may collectively acquire up to 2% of any company whose
common stock is publicly traded on a national securities exchange.

    


    (c)       Nonsolicitation.  The
Shareholders hereby jointly and severally agree that none of the Restricted
Entities will, during the Restricted Period, directly or by assisting
others:

    


    (i)           solicit
or attempt to solicit, any business from any of HAI’s Customers existing as of
the Closing Date or during the one-year period prior to the Closing Date,
including actively sought prospective customers, for purposes of providing
products or services that are a competitive replacement for any product or
service provided or marketed by HAI; or

    


    (ii)           hire,
recruit, or solicit or attempt to hire, recruit, or solicit, on behalf of any
other Person, any employee or independent contractor of Buyer unless Buyer
terminates such Person’s employment without Cause or good reason, with the
exception of Renee Bourbonneire if terminated by HAI.

    


    9.4.           Severability.  If
a judicial determination is made that any of the provisions of this Article IX
constitutes an unreasonable or otherwise unenforceable restriction against
either Shareholder, the provisions of this Article IX shall be
rendered void only to the extent that such determination finds such provisions
to be unreasonable or otherwise unenforceable with respect to HAI.  In
this regard, each Shareholder hereby agrees that any judicial authority
construing this Article IX shall be
empowered to sever or modify any portion of the Territory, any prohibited
business activity or any time period from the coverage of this Agreement, and to
apply the provisions of this Article IX to the
remaining portion of the Territory, the remaining business activities or the
remaining time period not so severed or modified by such judicial or arbitral
authority.  Moreover, notwithstanding the fact that any provision of
this Article IX
is determined not to be specifically enforceable, Buyer shall nevertheless be
entitled to recover monetary damages as a result of any breach of any such
provision by either Shareholder.

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


    9.5.         Injunctive
Relief.  The Shareholders hereby agree that any remedy at law
for any breach of the provisions contained this Article IX shall be
inadequate and that Buyer shall be entitled to injunctive relief in addition to
any other remedy Buyer might have under Article
IX.

    


    ARTICLE
X

     

    ADDITIONAL COVENANTS AND
AGREEMENTS

    


    10.1.       Employee
Matters.  The parties
agree that the costs associated with the transactions contemplated by this
Agreement relating to employer responsibilities and liabilities, including those
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any
severance agreements or arrangements, for any current or former employees of HAI
or any of its ERISA Affiliates or for other current or former HAI Personnel,
shall be the sole and exclusive responsibility of the
Shareholders.  The parties further agree that the costs associated
with any termination prior to the Closing of employment of any current or former
employees of HAI or any of its ERISA Affiliates or of other current or former
HAI Personnel, including those costs arising under COBRA or under any severance
agreements or arrangements, shall be the sole and exclusive responsibility of
the Shareholders.  The Shareholders hereby agree, jointly and
severally, to indemnify and hold harmless HAI and Buyer from and against any
claims and expenses associated with such costs.  The Shareholders
shall assist and cooperate with Buyer and HAI in all respects in connection with
the employee matters set forth in this Section 10.1 and
elsewhere in this Agreement, including providing such information relating
thereto as may be reasonably requested by Buyer from time to
time.  Buyer covenants that with respect to HAI Personnel who will be
hired by Buyer, or retained by HAI, following the Closing,  Buyer
shall consider such HAI Personnels’ years of working service for HAI (in
accordance with Buyer policies) in determining such new employee’s eligibility
for vacation in accordance with Buyer policies.

    


    10.2.       Public
Announcements.  Buyer shall coordinate with the Shareholders
any public announcements regarding this Agreement or the transactions
contemplated by this Agreement to the financial community, government agencies,
employees, or the general public.  Neither HAI nor either of the
Shareholders shall make any such public announcement without the written consent
of Buyer, except as required by applicable law, Government Authority or the
rules of any applicable securities exchange.  Buyer shall consult with
HAI in good faith before issuing any such public announcement.

    


    10.3.  
    Tax
Matters.  
 The following
provisions shall govern the allocation of responsibility as between Buyer and
the Shareholders for certain tax matters following the Closing
Date:

    


    (a)           Tax
Indemnification.
Each Shareholder shall jointly and severally indemnify HAI, Buyer, and
each Affiliate of Buyer and hold them harmless from and against (i) all Taxes
(or the non-payment thereof) of HAI and its subsidiaries for all taxable periods
ending on or before the Closing Date and the portion through the end of the
Closing Date for any taxable period that includes (but does not end on) the
Closing Date (‘‘Pre-Closing Tax
Period’’), (ii) any and all Taxes of any member of an affiliated,
consolidated, combined, or unitary group of which HAI or any of its subsidiaries
(or any predecessor of any of the foregoing) is or was a member on or prior to
the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any
analogous or similar state, local, or non-U.S. law or regulation, and (iii) any
and all Taxes of any person (other than HAI) imposed on HAI as a transferee or
successor, by contract or pursuant to any law, rule or regulation, which Taxes
relate to an event or transaction occurring before the Closing; provided,
however, that in the case of clauses (i), (ii) and (iii) above, the Shareholders
shall be liable only to the extent that such Taxes are in excess of the amount,
if any, reserved for such Taxes (excluding any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) on the
face of the Financial Statements (rather than in any notes thereto) and taken
into account in determining Closing Working Capital.  In the event
that any liability of Shareholder is established pursuant to this Section 10.3(a) as a
result of a customer’s failure to properly satisfy a Tax obligation, Buyer shall
discuss with the Shareholders the possibility of collecting such tax liability
from such customer.  The Shareholders shall reimburse Buyer for any
Taxes of HAI or its Subsidiaries that are the responsibility of the Shareholders
pursuant to this Section 10.3(a)
within 15 business days after payment of such Taxes by Buyer or
HAI.

    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    


    (b)           Straddle Period. In
the case of any taxable period that includes (but does not end on) the Closing
Date (a ‘‘Straddle
Period’’), the amount of any Taxes for the Pre-Closing Tax Period shall
be determined based on an interim closing of the books as of the close of
business on the Closing Date (and for such purpose, the taxable period of any
partnership or other pass-through entity in which HAI holds a beneficial
interest shall be deemed to terminate at such time).

    


    (c)           Tax Periods Ending on or
Before the Closing Date. The Shareholders shall prepare or cause to be
prepared and file or cause to be filed all Tax Returns for HAI for all periods
ending on or prior to the Closing Date that are filed after the Closing
Date.  The Shareholders shall permit Buyer to review and comment on
each such Tax Return described in the preceding sentence prior to filing and
shall make such revisions to such Tax Return as are reasonably requested by
Buyer.  To the extent permitted by applicable law, the Shareholders
shall include any income, gain, loss, deduction or other tax items for such
periods on their Tax Returns in a manner consistent with the Schedule K-1s
furnished by HAI to the Shareholders for such periods.

    


    
(d)           Cooperation on Tax
Matters.

    


    (i)          
 Buyer, HAI, and the Shareholders shall cooperate fully, as and to the
extent reasonably requested by the other party, in connection with the filing of
Tax Returns and any audit, litigation or other proceeding with respect to Taxes.
Such cooperation shall include the retention and (upon the other party’s
request) the provision of records and information that are reasonably relevant
to any such audit, litigation or other proceeding and making employees available
on a mutually convenient basis to provide additional information and explanation
of any material provided hereunder. HAI and the Shareholders agree (A) to retain
all books and records with respect to Tax matters pertinent to HAI relating to
any taxable period beginning before the Closing Date until the expiration of the
statute of limitations (and, to the extent notified by Buyer or the
Shareholders, any extensions thereof) of the respective taxable periods, and to
abide by all record retention agreements entered into with any taxing authority,
and (B) to give the other party reasonable written notice prior to transferring,
destroying or discarding any such books and records and, if the other party so
requests, HAI or the Shareholders, as the case may be, shall allow the other
party to take possession of such books and records.

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    


    (ii)           Buyer
and the Shareholders further agree, upon request, to use their best efforts to
obtain any certificate or other document from any governmental authority or any
other Person as may be necessary to mitigate, reduce or eliminate any Tax that
could be imposed (including, but not limited to, with respect to the
transactions contemplated hereby).

    


    (e)           Tax-Sharing
Agreements. All tax-sharing agreements or similar agreements with respect
to or involving HAI shall be terminated as of the Closing Date and, after the
Closing Date, HAI shall not be bound thereby or have any liability
thereunder.

    


    (f)           Certain Taxes and
Fees. 
All transfer, documentary,
sales, use, stamp, registration and other such Taxes, and all conveyance fees,
recording charges and other fees and charges (including any penalties and
interest) incurred in connection with the transactions contemplated by this
Agreement shall be paid by the Shareholders when due, and the Shareholders
shall, at their own expense, file all necessary Tax Returns and other
documentation with respect to all such Taxes, fees and charges, and, if required
by applicable law, Buyer shall, and shall cause its Affiliates to, join in the
execution of any such Tax Returns and other documentation.

    


    (g)           Section 338(h)(10)
Election.  HAI and each Shareholder shall join with Buyer in
making an election under Code Section 338(h)(10) (and any corresponding election
under state, local, and non-U.S.tax law) with respect to the purchase and sale
of the Shares hereunder (collectively, a “Section 338(h)(10)
Election”).  The Shareholders shall provide a properly
completed and jointly executed IRS Form 1023 to Buyer, and Buyer shall file such
form within the time period prescribed by, and in accordance with, applicable
law.  The Shareholders shall include any income, gain, loss, deduction
or other tax item resulting from the Section 338(h)(10) Election on their Tax
Returns to the extent required by applicable law.  The Shareholders
shall also pay any Tax imposed on HAI attributable to the making of the Section
338(h)(10) Election, including (i) any Tax imposed under Code Section 1374, (ii)
any tax imposed under Reg. 1.338(h)(10)-1(d)(2), or (iii) any state, local, or
non-U.S. Tax imposed on HAI’s gain, and the Shareholders shall indemnify Buyer
and HAI against any adverse consequences arising out of any failure to pay any
such Taxes.

    


    10.4.       Right of
Offset.  Buyer shall be entitled to offset any Claims (as
defined below) or any portion of any Claim that has not been paid by HAI (prior
to the Closing) or either of the Shareholders, against any amounts owing to
either of the Shareholders pursuant to any oral or written agreement to which
such entity or person may be a party, including any Healthcare Automation
Incremental Revenue Payment required to be made pursuant to Section 2.4,
provided that Buyer shall not be entitled to offset any Claim to the extent that
the liability giving rise to such Claim would be disallowed under Section 3(b)
of the Indemnification Agreement.  If the amounts offset by Buyer
hereunder exceed the obligations remaining due to Buyer, each of the
Shareholders shall remain fully liable for such excess amounts, and no exercise
of any right of offset hereunder by Buyer shall reduce, eliminate, impair or
otherwise affect such liability of either of the Shareholders, except that the
amount of any such liability shall be reduced to the extent of any offsets
hereunder.  The term “Claim” shall mean any
claim for which the Buyer may be entitled to payment pursuant to this Agreement,
the Indemnification Agreement or any other agreement contemplated by this
Agreement.

    


    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    


    10.5.       Nature
and Survival of Representations. All statements made by or on behalf of
HAI or either of the Shareholders contained herein or in any of the schedules or
exhibits delivered on behalf of HAI or either of the Shareholders to Buyer
hereunder shall be deemed to constitute representations and warranties of HAI
and each of the Shareholders, regardless of (a) any investigation made by or on
behalf of Buyer and (b) who prepared such document.   The
representations and warranties made by the parties pursuant to Articles IV and V of this Agreement
shall survive the Closing until the second anniversary of the Closing Date,
except that the representations and warranties made relating to taxes shall
survive until 30 days after the expiration of the statute of limitations
applicable to any such tax, and the effected party may present claims until such
dates.

    


    ARTICLE
XI

     

    TERMINATION

    


    11.1.       Termination.  Anything
contained in this Agreement to the contrary notwithstanding, this Agreement may
be terminated at any time prior to the Closing Date:

    


    (a)         by
the mutual consent of Buyer and HAI;

    


    (b)         by
Buyer or HAI if the Closing shall not have occurred on or before December 31,
2009 (or such later date as may be mutually agreed to by Buyer and HAI);
provided, however, that the right to terminate this Agreement under this Section 11.1(b)
shall not be available to any Person whose failure to comply with its
obligations under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such time;

    


    (c)         by
Buyer in the event of any material breach by HAI or either of the Shareholders
of any of their respective agreements, representations or warranties contained
herein and the failure of such party to cure such breach within three days after
receipt of notice from Buyer requesting such breach to be cured;

    


    (d)         by
HAI or the Shareholders in the event of any material breach by Buyer of any of
Buyer’s agreements, representations or warranties contained herein and the
failure of Buyer to cure such breach within three days after receipt of notice
from HAI requesting such breach to be cured;

    


    11.2.       Notice of
Termination.  Any party desiring to terminate this Agreement
pursuant to Section 11.1
shall give notice of such termination to the other parties to this
Agreement.

    


    11.3.       Effect of
Termination.  If this Agreement is terminated pursuant to this
Article XI, all
further obligations of the parties under this Agreement shall be terminated
without further liability of any party to the other, provided that nothing
herein shall relieve any party from liability for its willful breach of this
Agreement.

    


    ARTICLE
XII

     

    GENERAL
PROVISIONS

    


    The
parties further covenant and agree as follows:

    


    
      
        
           


        

        
          37

          
            

          

        

        
           


        

      

    

    


    12.1.       Waiver of
Terms.  Any of the terms or conditions of this Agreement may be
waived at any time by the party or parties entitled to the benefit thereof but
only by a written notice signed by the party or parties waiving such terms or
conditions.

    


    12.2.       Amendment
of Agreement.  This Agreement may be amended, supplemented or
interpreted at any time only by written instrument duly executed by each of the
parties hereto.

    


    12.3.       Payment
of Expenses.  Except as otherwise specifically provided in this
Agreement, the parties shall each pay its or their own expenses, including,
without limitation, the expenses of its or their own counsel, advisors and
accountants, incurred in connection with the preparation, execution and delivery
of this Agreement and the other agreements and documents referred to herein and
the consummation of the transactions contemplated hereby and
thereby.

    


    12.4.       Contents
of Agreement, Parties in Interest, Assignment.  This Agreement
and the other agreements and documents referred to herein set forth the entire
understanding of the parties with respect to the subject matter
hereof.  Any previous agreements or understandings between the parties
regarding the subject matter hereof, including without limitation, that certain
letter agreement, dated August 26, 2009, by and between Buyer and HAI, and the
Asset Purchase Agreement, are merged into and superseded by this
Agreement.  All representations, warranties, covenants, terms and
conditions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective heirs, legal representatives, successors
and permitted assigns of the parties hereto; provided, however, that none of the
rights or obligations of any of the parties hereto may be assigned without the
prior written consent of, in the case of assignment by HAI or either of the
Shareholders, Buyer, or, in the case of assignment by Buyer, HAI and each of the
Shareholders, which consent shall not unreasonably be
withheld.  Notwithstanding the foregoing, Buyer may assign any of its
rights or obligations to a wholly-owned subsidiary of Buyer without the consent
of HAI and each of the Shareholders.  In the event of any assignment
under this section, the assignor shall remain primarily liable for all the
liabilities and obligations of the assignor under this Agreement and the
Indemnification Agreement.

    


    12.5.       Notices.  All
notices, requests, demands and other communications required or permitted to be
given hereunder shall be by hand-delivery, certified or registered mail, return
receipt requested, telecopier (if a telecopier number is provided), or air
courier to the parties set forth below.  Such notices shall be deemed
given at the time personally delivered, if delivered by hand or by courier, at
the time received, if sent certified or registered mail, and when receipt is
acknowledged by telecopy equipment, if telecopied.  Communications
sent via email shall not constitute notice under this Agreement.

    


    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              If
      to Buyer or Advantage

            	
              Mediware
      Information Systems, Inc.

            


    

    
      	
               
      

            	
              Reimbursement,
      LLC, or

            	
              1900
      Spring Road, Suite 450

            


    

    
      	
               
      

            	
              HAI
      (following the Closing

            	
              Oak
      Brook, IL 60523

            


    

    
      	
               
      

            	
              Date):

            	
              Attn:
      Senior Vice President and General
Counsel

            


    

    Telecopier:
(630) 684-0462

    


    
      	
               
      

            	
              If
      to HAI (prior to the

            	
              Healthcare
      Automation, Inc.

            


    

    
      	
               
      

            	
              Closing
      Date):

            	
              41
      Sharpe Drive

            


    

    Cranston,
RI 02920

    Attn:
David A. Belhumeur

    Telecopier:
(401) 572-3350

    Email:
dbelhumeur@mccabe.com

    


    
      	
               
      

            	
              with
      a copy to:

            	
              Edward
      D. Feldstein

            


    

    Roberts,
Carroll, Feldstein & Peirce

    10
Weybosset Street, 8th
Floor

    Providence,
RI 02903

    Email:
efeldstein@rcfp.com

    


    
      	
               
      

            	
              If
      to Pereira:

            	
              Kenneth
      J. Pereira

            


    

    41 Sharpe
Drive

    Cranston,
RI  02920

    Telecopier:
(401) 572-3350

    Email:  kpereira@oridium.com

    


    
      	
               
      

            	
              with
      a copy to:

            	
              Edward
      D. Feldstein

            


    

    Roberts,
Carroll, Feldstein & Peirce

    10
Weybosset Street, 8th
Floor

    Providence,
RI 02903

    Email:
efeldstein@rcfp.com

    


    
      	
               
      

            	
              If
      to Belhumeur:

            	
              David
      A. Belhumeur

            


    

    41 Sharpe
Drive

    Cranston,
RI  02920

    Telecopier:
(401) 572-3350

    email:
dbelhumeur@mccabe.com

    


    
      	
               
      

            	
              with
      a copy to:

            	
              Edward
      D. Feldstein

            


    

    Roberts,
Carroll, Feldstein & Peirce

    10
Weybosset Street, 8th
Floor

    Providence,
RI 02903

    Email:
efeldstein@rcfp.com

    


    12.6.       Severability.  In
the event that any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions of this Agreement shall not be in any
way impaired.

    


    12.7.       Schedules
and Exhibits.  The schedules and exhibits referred to herein
and attached hereto are incorporated herein by reference as if fully set forth
in the text hereof.

    


    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

    


    12.8.       Counterparts. 
This Agreement may be executed in one or more counterparts and by facsimile
transmission, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
hereto and delivered to each of the parties hereto.

    


    12.9.       Headings.  The
headings of the Sections and the subsections of this Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.

    


    12.10.     Governing
Law; Jurisdiction.  IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING
CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.  BUYER, HAI, AND EACH OF THE SHAREHOLDERS AGREE TO SUBMIT TO
PERSONAL JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN THE COUNTY OF
COOK, STATE OF ILLINOIS. SERVICE OF PROCESS ON
BUYER, HAI OR EITHER OF THE SHAREHOLDERS IN ANY ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF MAILED TO SUCH PARTY AT THE
ADDRESS LISTED ABOVE.

    


    12.11.    Waiver of
Jury Trial.  BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON, AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS.  THEREFORE TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

    


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          40

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed the day and year first
above written.

    


    
      	 
      	
              HEALTHCARE
      AUTOMATION, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /S/ Ken Pereira

            
	 
      	
              Name:

            	
              Kenneth
      J. Pereira

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              MEDIWARE
      INFORMATION SYSTEMS, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /S/ T. Kelly Mann

            
	 
      	
              Name:

            	
              T.
      Kelly Mann

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              ADVANTAGE
      REIMBURSEMENT, LLC

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /S/ T. Kelly Mann

            
	 
      	
              Name:

            	
              T.
      Kelly Mann

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              /S/ David A. Belhumeur

            
	 
      	
              DAVID
      A. BELHUMEUR

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              /S/ Kenneth J. Pereira

            
	 
      	
              KENNETH
      J. PEREIRA

            


    

     

     

      Signature
Page

      to

      Amended
and Restated Purchase Agreement